0000742112-20-000015.txt : 20200309 0000742112-20-000015.hdr.sgml : 20200309 20200309160437 ACCESSION NUMBER: 0000742112-20-000015 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 175 CONFORMED PERIOD OF REPORT: 20191231 FILED AS OF DATE: 20200309 DATE AS OF CHANGE: 20200309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVACARE CORP CENTRAL INDEX KEY: 0000742112 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 952680965 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15103 FILM NUMBER: 20697976 BUSINESS ADDRESS: STREET 1: ONE INVACARE WAY STREET 2: P O BOX 4028 CITY: ELYRIA STATE: OH ZIP: 44036 BUSINESS PHONE: 4403296000 MAIL ADDRESS: STREET 1: ONE INVACARE WAY STREET 2: P O BOX 4028 CITY: ELYRIA STATE: OH ZIP: 44036 10-K 1 a2019ivc10-k.htm 10-K Document
false--12-31FY20190000742112168402972P10D0.0013130.010.010.010.0450.050.022730.0500.050.0450.050.022730.0500.0512000000100000000120000001500000000.002500000030000030000000P4Y13.3712.1512.1530.0112.1525.0120.0133.3633.3633.3633.36203025 0000742112 2019-01-01 2019-12-31 0000742112 us-gaap:CommonStockMember 2020-03-04 0000742112 us-gaap:CommonClassBMember 2020-03-04 0000742112 us-gaap:CommonStockMember 2019-06-30 0000742112 us-gaap:CommonClassBMember 2019-06-30 0000742112 2019-06-30 0000742112 2017-01-01 2017-12-31 0000742112 2018-01-01 2018-12-31 0000742112 2019-12-31 0000742112 2018-12-31 0000742112 us-gaap:CommonClassBMember 2018-12-31 0000742112 us-gaap:CommonStockMember 2018-12-31 0000742112 us-gaap:CommonStockMember 2019-12-31 0000742112 us-gaap:CommonClassBMember 2019-12-31 0000742112 2016-12-31 0000742112 2017-12-31 0000742112 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-01-01 2017-12-31 0000742112 us-gaap:CommonStockMember 2018-12-31 0000742112 us-gaap:RetainedEarningsMember 2017-01-01 2017-12-31 0000742112 us-gaap:RetainedEarningsMember 2018-12-31 0000742112 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-12-31 0000742112 us-gaap:CommonClassBMember 2016-12-31 0000742112 us-gaap:CommonStockMember 2016-12-31 0000742112 us-gaap:CommonStockMember 2019-01-01 2019-12-31 0000742112 us-gaap:RetainedEarningsMember 2018-01-01 2018-12-31 0000742112 us-gaap:AdditionalPaidInCapitalMember 2016-12-31 0000742112 us-gaap:TreasuryStockMember 2018-01-01 2018-12-31 0000742112 us-gaap:CommonStockMember 2017-01-01 2017-12-31 0000742112 us-gaap:AdditionalPaidInCapitalMember 2017-01-01 2017-12-31 0000742112 us-gaap:AdditionalPaidInCapitalMember 2018-01-01 2018-12-31 0000742112 us-gaap:RetainedEarningsMember 2019-01-01 2019-12-31 0000742112 us-gaap:TreasuryStockMember 2018-12-31 0000742112 us-gaap:TreasuryStockMember 2017-12-31 0000742112 us-gaap:CommonStockMember 2018-01-01 2018-12-31 0000742112 us-gaap:RetainedEarningsMember 2017-12-31 0000742112 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-12-31 0000742112 us-gaap:TreasuryStockMember 2017-01-01 2017-12-31 0000742112 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-01-01 2018-12-31 0000742112 us-gaap:TreasuryStockMember 2016-12-31 0000742112 us-gaap:RetainedEarningsMember 2019-12-31 0000742112 us-gaap:CommonStockMember 2017-12-31 0000742112 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0000742112 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-12-31 0000742112 us-gaap:CommonClassBMember 2017-01-01 2017-12-31 0000742112 us-gaap:CommonStockMember 2019-12-31 0000742112 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0000742112 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0000742112 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0000742112 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0000742112 us-gaap:RetainedEarningsMember 2016-12-31 0000742112 us-gaap:TreasuryStockMember 2019-01-01 2019-12-31 0000742112 us-gaap:CommonClassBMember 2017-12-31 0000742112 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0000742112 us-gaap:TreasuryStockMember 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat4.50February2022Domain us-gaap:ConvertibleSubordinatedDebtMember 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00February2021Member us-gaap:ConvertibleSubordinatedDebtMember 2016-12-31 0000742112 us-gaap:TrademarksMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2019-01-01 2019-12-31 0000742112 us-gaap:TrademarksMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 srt:MinimumMember us-gaap:BuildingAndBuildingImprovementsMember 2019-01-01 2019-12-31 0000742112 srt:MaximumMember us-gaap:BuildingAndBuildingImprovementsMember 2019-01-01 2019-12-31 0000742112 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2019-01-01 2019-12-31 0000742112 country:CA 2018-12-31 0000742112 country:CA 2018-01-01 2018-12-31 0000742112 country:US 2018-12-31 0000742112 country:US 2018-01-01 2018-12-31 0000742112 country:US 2019-12-31 0000742112 country:CA 2019-01-01 2019-12-31 0000742112 country:CA 2019-12-31 0000742112 country:US 2019-01-01 2019-12-31 0000742112 ivc:CapitalizedSoftwareMember 2018-12-31 0000742112 us-gaap:LeaseholdImprovementsMember 2018-12-31 0000742112 us-gaap:MachineryAndEquipmentMember 2018-12-31 0000742112 us-gaap:MachineryAndEquipmentMember 2019-12-31 0000742112 us-gaap:LandBuildingsAndImprovementsMember 2019-12-31 0000742112 us-gaap:FurnitureAndFixturesMember 2018-12-31 0000742112 us-gaap:FurnitureAndFixturesMember 2019-12-31 0000742112 us-gaap:LandBuildingsAndImprovementsMember 2018-12-31 0000742112 ivc:CapitalizedSoftwareMember 2019-12-31 0000742112 us-gaap:LeaseholdImprovementsMember 2019-12-31 0000742112 2018-09-30 0000742112 srt:EuropeMember 2018-01-01 2018-12-31 0000742112 ivc:InstitutionalProductsGroupMember 2019-01-01 2019-12-31 0000742112 srt:EuropeMember 2019-12-31 0000742112 ivc:InstitutionalProductsGroupMember 2017-12-31 0000742112 srt:EuropeMember 2017-12-31 0000742112 ivc:InstitutionalProductsGroupMember 2019-12-31 0000742112 ivc:InstitutionalProductsGroupMember 2018-12-31 0000742112 srt:EuropeMember 2019-01-01 2019-12-31 0000742112 ivc:InstitutionalProductsGroupMember 2018-01-01 2018-12-31 0000742112 srt:EuropeMember 2018-12-31 0000742112 srt:WeightedAverageMember 2019-01-01 2019-12-31 0000742112 srt:MinimumMember 2019-01-01 2019-12-31 0000742112 srt:MaximumMember 2019-01-01 2019-12-31 0000742112 us-gaap:LicensingAgreementsMember 2018-12-31 0000742112 us-gaap:LicensingAgreementsMember 2019-12-31 0000742112 us-gaap:CustomerListsMember 2018-12-31 0000742112 us-gaap:OtherIntangibleAssetsMember 2018-12-31 0000742112 us-gaap:PatentsMember 2019-12-31 0000742112 us-gaap:PatentsMember 2018-12-31 0000742112 us-gaap:DevelopedTechnologyRightsMember 2018-12-31 0000742112 us-gaap:DevelopedTechnologyRightsMember 2019-12-31 0000742112 us-gaap:OtherIntangibleAssetsMember 2019-12-31 0000742112 us-gaap:TrademarksMember 2019-12-31 0000742112 us-gaap:CustomerListsMember 2019-12-31 0000742112 us-gaap:TrademarksMember 2018-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00November2024Member us-gaap:ConvertibleSubordinatedDebtMember 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00February2021Member us-gaap:ConvertibleSubordinatedDebtMember 2019-12-31 0000742112 ivc:OtherNotesandCapitalLeaseObligationsMember 2018-12-31 0000742112 ivc:OtherNotesandCapitalLeaseObligationsMember 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00February2021Member us-gaap:ConvertibleSubordinatedDebtMember 2018-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00November2024Member us-gaap:ConvertibleSubordinatedDebtMember 2018-12-31 0000742112 ivc:ConvertibleSeniorNotesat4.50February2022Domain us-gaap:ConvertibleSubordinatedDebtMember 2018-12-31 0000742112 ivc:ConvertibleSeniorNotesat4.50February2022Domain us-gaap:ConvertibleSubordinatedDebtMember 2018-01-01 2018-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00November2024Member us-gaap:ConvertibleSubordinatedDebtMember 2019-01-01 2019-12-31 0000742112 us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember 2019-12-31 0000742112 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember us-gaap:LondonInterbankOfferedRateLIBORMember 2019-01-01 2019-12-31 0000742112 us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember 2019-01-01 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00February2021Member us-gaap:ConvertibleSubordinatedDebtMember 2019-09-30 0000742112 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember 2019-01-01 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat4.50February2022Domain us-gaap:ConvertibleSubordinatedDebtMember 2019-01-01 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00February2021Member us-gaap:ConvertibleSubordinatedDebtMember 2019-01-01 2019-12-31 0000742112 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember 2019-01-01 2019-12-31 0000742112 us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember 2019-12-31 0000742112 us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember 2019-01-01 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00February2021Member us-gaap:ConvertibleSubordinatedDebtMember 2018-01-01 2018-12-31 0000742112 us-gaap:LetterOfCreditMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember 2019-12-31 0000742112 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember us-gaap:LondonInterbankOfferedRateLIBORMember 2019-01-01 2019-12-31 0000742112 ivc:ConvertibleSeniorSubordinatedDebenturesat5.00February2021Domain us-gaap:ConvertibleSubordinatedDebtMember 2019-01-01 2019-12-31 0000742112 us-gaap:LetterOfCreditMember 2019-12-31 0000742112 us-gaap:LetterOfCreditMember 2018-12-31 0000742112 ivc:AmountAvailabletoInvacareLimitedandInvacarePoirierSASDomain ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember 2019-12-31 0000742112 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember us-gaap:BaseRateMember 2019-01-01 2019-12-31 0000742112 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember us-gaap:LondonInterbankOfferedRateLIBORMember 2019-01-01 2019-12-31 0000742112 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember us-gaap:BaseRateMember 2019-01-01 2019-12-31 0000742112 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember 2019-01-01 2019-12-31 0000742112 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember 2019-01-01 2019-12-31 0000742112 2016-01-01 2016-12-31 0000742112 ivc:SwingLineLoansDomain ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember 2019-12-31 0000742112 us-gaap:LetterOfCreditMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember 2019-12-31 0000742112 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember us-gaap:BaseRateMember 2019-01-01 2019-12-31 0000742112 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember us-gaap:LondonInterbankOfferedRateLIBORMember 2019-01-01 2019-12-31 0000742112 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember us-gaap:BaseRateMember 2019-01-01 2019-12-31 0000742112 us-gaap:RevolvingCreditFacilityMember ivc:CreditAgreementMember us-gaap:LineOfCreditMember us-gaap:BaseRateMember 2019-01-01 2019-12-31 0000742112 2015-04-23 0000742112 2015-04-22 2015-04-23 0000742112 srt:MaximumMember 2019-12-31 0000742112 srt:MinimumMember 2019-12-31 0000742112 us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember 2019-01-01 2019-12-31 0000742112 us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember 2017-01-01 2017-12-31 0000742112 us-gaap:DomesticPlanMember 2017-01-01 2017-12-31 0000742112 us-gaap:DomesticPlanMember 2018-01-01 2018-12-31 0000742112 us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember 2018-01-01 2018-12-31 0000742112 us-gaap:DomesticPlanMember 2019-01-01 2019-12-31 0000742112 us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember 2019-12-31 0000742112 us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember 2018-12-31 0000742112 us-gaap:ForeignPlanMember us-gaap:ForeignPlanMember 2017-01-01 2017-12-31 0000742112 us-gaap:ForeignPlanMember us-gaap:ForeignPlanMember 2018-01-01 2018-12-31 0000742112 us-gaap:ForeignPlanMember us-gaap:ForeignPlanMember 2019-01-01 2019-12-31 0000742112 srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:ServiceMember 2018-01-01 2018-12-31 0000742112 us-gaap:ProductMember 2018-01-01 2018-12-31 0000742112 us-gaap:ServiceMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:ServiceMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:ServiceMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:ProductMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:ProductMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:ProductMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:ServiceMember 2019-01-01 2019-12-31 0000742112 us-gaap:ServiceMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:ProductMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:ProductMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:ProductMember 2019-01-01 2019-12-31 0000742112 us-gaap:ProductMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:ServiceMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:ServiceMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 ivc:OtherCustomersMember 2019-01-01 2019-12-31 0000742112 ivc:GovernmentTendersMember 2019-01-01 2019-12-31 0000742112 ivc:LargeNationalCustomersMember 2019-01-01 2019-12-31 0000742112 ivc:GeneralTermsandConditionsMember 2019-01-01 2019-12-31 0000742112 ivc:A2013PlanMember 2018-12-31 0000742112 ivc:A2018PlanMember 2019-12-31 0000742112 ivc:A2013PlanMember 2017-12-31 0000742112 us-gaap:PerformanceSharesMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0000742112 us-gaap:RestrictedStockMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2017-01-01 2017-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0000742112 us-gaap:CommonStockMember 2019-01-01 2019-12-31 0000742112 ivc:A2013PlanMember 2019-12-31 0000742112 ivc:A2018PlanMember 2019-01-01 2019-12-31 0000742112 srt:WeightedAverageMember us-gaap:PerformanceSharesMember 2019-01-01 2019-12-31 0000742112 us-gaap:CommonClassBMember 2019-01-01 2019-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2017-01-01 2017-12-31 0000742112 us-gaap:PerformanceSharesMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeStockOptionMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2017-01-01 2017-12-31 0000742112 us-gaap:EmployeeStockOptionMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-01-01 2018-12-31 0000742112 us-gaap:PerformanceSharesMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-01-01 2019-12-31 0000742112 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2017-01-01 2017-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-01-01 2018-12-31 0000742112 us-gaap:PerformanceSharesMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2017-01-01 2017-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-01-01 2019-12-31 0000742112 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-01-01 2018-12-31 0000742112 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-01-01 2019-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember 2018-01-01 2018-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember 2017-01-01 2017-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember 2016-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember 2019-01-01 2019-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember 2017-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember 2018-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember 2019-12-31 0000742112 us-gaap:PerformanceSharesMember 2018-12-31 0000742112 us-gaap:PerformanceSharesMember 2017-12-31 0000742112 us-gaap:PerformanceSharesMember 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2017-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2018-12-31 0000742112 us-gaap:PerformanceSharesMember 2016-12-31 0000742112 us-gaap:PerformanceSharesMember 2017-01-01 2017-12-31 0000742112 us-gaap:PerformanceSharesMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceOneMember 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceThreeMember 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceTwoMember 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceOneMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceFourMember 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceThreeMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceTwoMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceFourMember 2019-01-01 2019-12-31 0000742112 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2018-01-01 2018-12-31 0000742112 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2019-01-01 2019-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2019-01-01 2019-12-31 0000742112 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2018-01-01 2018-12-31 0000742112 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-01-01 2019-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2018-01-01 2018-12-31 0000742112 us-gaap:AccumulatedTranslationAdjustmentMember 2018-12-31 0000742112 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-01-01 2019-12-31 0000742112 us-gaap:AccumulatedTranslationAdjustmentMember 2019-01-01 2019-12-31 0000742112 ivc:AccumulatedLongTermNotesAdjustmentMember 2019-01-01 2019-12-31 0000742112 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2019-01-01 2019-12-31 0000742112 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2019-12-31 0000742112 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2018-12-31 0000742112 ivc:AccumulatedLongTermNotesAdjustmentMember 2018-12-31 0000742112 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-12-31 0000742112 us-gaap:AccumulatedTranslationAdjustmentMember 2019-12-31 0000742112 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2018-12-31 0000742112 ivc:AccumulatedLongTermNotesAdjustmentMember 2019-12-31 0000742112 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2017-12-31 0000742112 ivc:AccumulatedLongTermNotesAdjustmentMember 2018-01-01 2018-12-31 0000742112 us-gaap:AccumulatedTranslationAdjustmentMember 2017-12-31 0000742112 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2018-01-01 2018-12-31 0000742112 us-gaap:AccumulatedTranslationAdjustmentMember 2018-01-01 2018-12-31 0000742112 ivc:AccumulatedLongTermNotesAdjustmentMember 2017-12-31 0000742112 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2018-01-01 2018-12-31 0000742112 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2017-12-31 0000742112 us-gaap:CommonClassBMember 2019-01-01 2019-03-31 0000742112 us-gaap:CommonClassBMember 2019-04-01 2019-06-30 0000742112 us-gaap:CommonClassBMember 2018-01-01 2018-12-31 0000742112 us-gaap:CommonStockMember 2017-01-01 2017-12-31 0000742112 us-gaap:TreasuryStockMember 2017-01-01 2017-12-31 0000742112 us-gaap:TreasuryStockMember 2018-01-01 2018-12-31 0000742112 us-gaap:CommonStockMember 2016-12-31 0000742112 us-gaap:CommonStockMember 2018-01-01 2018-12-31 0000742112 us-gaap:TreasuryStockMember 2019-01-01 2019-12-31 0000742112 us-gaap:CommonStockMember 2017-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:ContractTerminationMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:ContractTerminationMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:ContractTerminationMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:ContractTerminationMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:ContractTerminationMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 srt:EuropeMember 2017-01-01 2017-12-31 0000742112 srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:EmployeeSeveranceMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:ContractTerminationMember 2019-01-01 2019-12-31 0000742112 us-gaap:ContractTerminationMember 2019-12-31 0000742112 us-gaap:EmployeeSeveranceMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeSeveranceMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:ContractTerminationMember 2017-01-01 2017-12-31 0000742112 us-gaap:AllOtherSegmentsMember 2017-12-31 0000742112 us-gaap:ContractTerminationMember srt:NorthAmericaMember 2017-12-31 0000742112 us-gaap:ContractTerminationMember us-gaap:AllOtherSegmentsMember 2016-12-31 0000742112 us-gaap:ContractTerminationMember srt:NorthAmericaMember 2018-12-31 0000742112 us-gaap:AllOtherSegmentsMember 2016-12-31 0000742112 us-gaap:ContractTerminationMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:AllOtherSegmentsMember 2019-12-31 0000742112 us-gaap:ContractTerminationMember srt:EuropeMember 2017-12-31 0000742112 srt:NorthAmericaMember 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:ContractTerminationMember 2018-12-31 0000742112 us-gaap:ContractTerminationMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:NorthAmericaMember 2017-12-31 0000742112 us-gaap:ContractTerminationMember us-gaap:AllOtherSegmentsMember 2019-12-31 0000742112 us-gaap:AllOtherSegmentsMember 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:EuropeMember 2019-12-31 0000742112 us-gaap:ContractTerminationMember 2016-12-31 0000742112 us-gaap:ContractTerminationMember us-gaap:AllOtherSegmentsMember 2018-12-31 0000742112 us-gaap:ContractTerminationMember srt:EuropeMember 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember 2017-01-01 2017-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:EuropeMember 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:EuropeMember 2017-12-31 0000742112 us-gaap:EmployeeSeveranceMember us-gaap:AllOtherSegmentsMember 2016-12-31 0000742112 us-gaap:ContractTerminationMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:NorthAmericaMember 2016-12-31 0000742112 us-gaap:EmployeeSeveranceMember 2017-12-31 0000742112 srt:NorthAmericaMember 2017-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember us-gaap:AllOtherSegmentsMember 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember us-gaap:AllOtherSegmentsMember 2017-12-31 0000742112 srt:NorthAmericaMember 2016-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:NorthAmericaMember 2019-12-31 0000742112 us-gaap:ContractTerminationMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:ContractTerminationMember us-gaap:AllOtherSegmentsMember 2017-12-31 0000742112 us-gaap:ContractTerminationMember srt:EuropeMember 2019-12-31 0000742112 us-gaap:ContractTerminationMember srt:NorthAmericaMember 2016-12-31 0000742112 us-gaap:ContractTerminationMember 2017-12-31 0000742112 us-gaap:ContractTerminationMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember 2016-12-31 0000742112 us-gaap:EmployeeSeveranceMember us-gaap:AllOtherSegmentsMember 2019-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:NorthAmericaMember 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember 2018-01-01 2018-12-31 0000742112 us-gaap:ContractTerminationMember srt:NorthAmericaMember 2019-12-31 0000742112 srt:NorthAmericaMember 2019-12-31 0000742112 us-gaap:EmployeeSeveranceMember 2019-12-31 0000742112 us-gaap:ForeignCountryMember 2019-12-31 0000742112 us-gaap:DomesticCountryMember 2019-12-31 0000742112 us-gaap:DomesticCountryMember ivc:TaxYear2020to2022Member 2019-12-31 0000742112 us-gaap:ForeignCountryMember ivc:TaxYear2026Member 2019-12-31 0000742112 us-gaap:DomesticCountryMember ivc:TaxYear2034to2037Member 2019-12-31 0000742112 us-gaap:StateAndLocalJurisdictionMember ivc:TaxYear2020to2023Member 2019-12-31 0000742112 us-gaap:StateAndLocalJurisdictionMember ivc:UnlimitedCarryoverMember 2019-12-31 0000742112 us-gaap:DomesticCountryMember ivc:TaxYear2023to2027Member 2019-12-31 0000742112 us-gaap:StateAndLocalJurisdictionMember ivc:TaxYear2033andThereafterMember 2019-12-31 0000742112 us-gaap:DomesticCountryMember ivc:TaxYear2031to2037Member 2019-12-31 0000742112 us-gaap:StateAndLocalJurisdictionMember ivc:Taxyear2024to2033Member 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2018-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2017-01-01 2017-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2017-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0000742112 us-gaap:PaymentGuaranteeMember 2019-12-31 0000742112 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2019-01-01 2019-12-31 0000742112 ivc:OtherLongTermObligationsMember us-gaap:PaymentGuaranteeMember 2019-12-31 0000742112 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2019-12-31 0000742112 us-gaap:AccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 us-gaap:AccruedLiabilitiesMember 2018-12-31 0000742112 us-gaap:OtherCurrentAssetsMember 2018-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2018-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2019-12-31 0000742112 us-gaap:AccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 us-gaap:AccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2019-12-31 0000742112 us-gaap:AccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2018-12-31 0000742112 us-gaap:AccruedLiabilitiesMember 2019-12-31 0000742112 us-gaap:OtherCurrentAssetsMember 2019-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 us-gaap:CashFlowHedgingMember us-gaap:SalesMember 2019-01-01 2019-12-31 0000742112 us-gaap:CashFlowHedgingMember 2019-01-01 2019-12-31 0000742112 us-gaap:CashFlowHedgingMember us-gaap:CostOfSalesMember 2017-01-01 2017-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00February2021Member us-gaap:ConvertibleSubordinatedDebtMember 2016-01-01 2016-12-31 0000742112 us-gaap:ForeignExchangeForwardMember 2018-01-01 2018-12-31 0000742112 us-gaap:CashFlowHedgingMember us-gaap:CostOfSalesMember 2018-01-01 2018-12-31 0000742112 us-gaap:CashFlowHedgingMember 2018-01-01 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-01-01 2018-12-31 0000742112 ivc:ConvertibleSeniorNotesat4.50February2022Domain us-gaap:ConvertibleSubordinatedDebtMember 2017-01-01 2017-12-31 0000742112 us-gaap:CashFlowHedgingMember us-gaap:CostOfSalesMember 2019-01-01 2019-12-31 0000742112 us-gaap:CashFlowHedgingMember 2017-01-01 2017-12-31 0000742112 us-gaap:ForeignExchangeForwardMember 2019-01-01 2019-12-31 0000742112 us-gaap:CashFlowHedgingMember us-gaap:SalesMember 2017-01-01 2017-12-31 0000742112 us-gaap:CashFlowHedgingMember us-gaap:SalesMember 2018-01-01 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2017-01-01 2017-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-01-01 2019-12-31 0000742112 ivc:ConvertibleDebtBondHedgeMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000742112 ivc:ConvertibleDebt2022ConversionFeatureDomain us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000742112 ivc:ConvertibleDebt2021ConversionFeatureMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:CashFlowHedgingMember 2018-01-01 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:CashFlowHedgingMember 2019-01-01 2019-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDMXPMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDMXPMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardDKKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardNOKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURCHFMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURCHFMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDEURMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardDKKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardNOKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURCHFMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardNOKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDCNYMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURNOKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDMXPMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDAUDMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardDKKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDAUDMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDAUDMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardNOKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURNOKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURNOKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDEURMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURCHFMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDCNYMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDAUDMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDEURMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDCNYMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDEURMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURNOKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDMXPMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDCNYMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardDKKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardNOKEURMember us-gaap:NondesignatedMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURUSDMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardNZDUSDMember us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardGBPUSDMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardAUDUSDMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardAUDUSDMember us-gaap:NondesignatedMember 2018-12-31 0000742112 us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardCADUSDMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardGBPUSDMember us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardNZDAUDMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardNZDUSDMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardAUDUSDMember us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURUSDMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardGBPUSDMember us-gaap:NondesignatedMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardCADUSDMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardGBPUSDMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardCADUSDMember us-gaap:NondesignatedMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardNOKEURMember us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardNZDAUDMember us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardNOKEURMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardNZDUSDMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardCADUSDMember us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardNZDAUDMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURUSDMember us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardAUDUSDMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 us-gaap:NondesignatedMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURUSDMember us-gaap:NondesignatedMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardNZDAUDMember us-gaap:NondesignatedMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardNOKEURMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardNZDUSDMember us-gaap:NondesignatedMember 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember 2017-01-01 2017-12-31 0000742112 ivc:ConvertibleDebt2022ConversionFeatureDomain us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember ivc:ConvertibleDebtBondHedgeMember 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember ivc:ConvertibleDebtBondHedgeMember 2018-12-31 0000742112 ivc:ConvertibleDebtBondHedgeMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000742112 us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember ivc:ConvertibleDebt2022ConversionFeatureDomain 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000742112 us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000742112 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember ivc:ConvertibleDebt2022ConversionFeatureDomain 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2022ConversionFeatureDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0000742112 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0000742112 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0000742112 us-gaap:AccountsPayableAndAccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2022NoteHedgeDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2022NoteHedgeDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000742112 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2022ConversionFeatureDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2022NoteHedgeDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2022NoteHedgeDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000742112 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0000742112 us-gaap:AccountsPayableAndAccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2022ConversionFeatureDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2022ConversionFeatureDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000742112 us-gaap:AccountsPayableAndAccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000742112 us-gaap:AccountsPayableAndAccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:IntersegmentEliminationMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:IntersegmentEliminationMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:IntersegmentEliminationMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:IntersegmentEliminationMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:IntersegmentEliminationMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:IntersegmentEliminationMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:IntersegmentEliminationMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:IntersegmentEliminationMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:IntersegmentEliminationMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:IntersegmentEliminationMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:IntersegmentEliminationMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:IntersegmentEliminationMember 2019-01-01 2019-12-31 0000742112 us-gaap:SalesMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:SalesMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:AssetsTotalMember us-gaap:AllOtherSegmentsMember 2018-12-31 0000742112 us-gaap:AssetsTotalMember us-gaap:AllOtherSegmentsMember 2019-12-31 0000742112 2019-10-01 2019-12-31 0000742112 2018-07-01 2018-09-30 0000742112 2019-04-01 2019-06-30 0000742112 2019-07-01 2019-09-30 0000742112 2018-01-01 2018-03-31 0000742112 2019-01-01 2019-03-31 0000742112 2018-04-01 2018-06-30 0000742112 2018-10-01 2018-12-31 0000742112 us-gaap:InventoryValuationReserveMember 2017-12-31 0000742112 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2019-12-31 0000742112 us-gaap:AllowanceForCreditLossMember 2018-12-31 0000742112 ivc:ProductLiabilityReservesMember 2019-01-01 2019-12-31 0000742112 ivc:ProductLiabilityReservesMember 2018-01-01 2018-12-31 0000742112 us-gaap:AllowanceForCreditLossMember 2016-12-31 0000742112 us-gaap:InventoryValuationReserveMember 2019-01-01 2019-12-31 0000742112 us-gaap:AllowanceForCreditLossMember 2019-01-01 2019-12-31 0000742112 us-gaap:InventoryValuationReserveMember 2018-01-01 2018-12-31 0000742112 us-gaap:AllowanceForCreditLossMember 2017-12-31 0000742112 ivc:ProductLiabilityReservesMember 2016-12-31 0000742112 us-gaap:InventoryValuationReserveMember 2019-12-31 0000742112 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2017-01-01 2017-12-31 0000742112 us-gaap:WarrantyReservesMember 2017-01-01 2017-12-31 0000742112 us-gaap:WarrantyReservesMember 2018-12-31 0000742112 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2018-01-01 2018-12-31 0000742112 us-gaap:InventoryValuationReserveMember 2018-12-31 0000742112 us-gaap:AllowanceForCreditLossMember 2018-01-01 2018-12-31 0000742112 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2017-12-31 0000742112 ivc:ProductLiabilityReservesMember 2017-01-01 2017-12-31 0000742112 us-gaap:InventoryValuationReserveMember 2016-12-31 0000742112 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2018-12-31 0000742112 ivc:ProductLiabilityReservesMember 2017-12-31 0000742112 ivc:ProductLiabilityReservesMember 2019-12-31 0000742112 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2019-01-01 2019-12-31 0000742112 us-gaap:WarrantyReservesMember 2018-01-01 2018-12-31 0000742112 us-gaap:WarrantyReservesMember 2017-12-31 0000742112 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2016-12-31 0000742112 ivc:ProductLiabilityReservesMember 2018-12-31 0000742112 us-gaap:InventoryValuationReserveMember 2017-01-01 2017-12-31 0000742112 us-gaap:WarrantyReservesMember 2016-12-31 0000742112 us-gaap:AllowanceForCreditLossMember 2017-01-01 2017-12-31 0000742112 us-gaap:WarrantyReservesMember 2019-01-01 2019-12-31 0000742112 us-gaap:AllowanceForCreditLossMember 2019-12-31 0000742112 us-gaap:WarrantyReservesMember 2019-12-31 iso4217:USD xbrli:shares xbrli:shares ivc:payment xbrli:pure iso4217:USD ivc:Times ivc:Participants ivc:votes utreg:Y ivc:Customer
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
————————————————————— 
FORM 10-K
—————————————————————  
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
or
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 1-15103
—————————————————————  
INVACARE CORPORATION
(Exact name of Registrant as specified in its charter)
Ohio
95-2680965
(State or other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification Number)
One Invacare Way, Elyria, Ohio 44035
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (440329-6000
—————————————————————  
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of exchange on which registered
Common Shares, without par value
IVC
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
—————————————————————  
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.    Yes      No  
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes      No  
Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the filing requirements for the past 90 days.    Yes      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 during the preceding 12 months (or for such short period that the registrant was required to submit and post such files).    Yes      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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer 
Accelerated filer
Emerging growth company
Non-accelerated filer
Smaller reporting 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 by Rule 12b-2 of the Act).    Yes      No  
As of June 30, 2019, the aggregate market value of the 32,441,229 Common Shares of the Registrant held by non-affiliates was $168,369,979 and the aggregate market value of the 6,357 Class B Common Shares of the Registrant held by non-affiliates was $32,993. While the Class B Common Shares are not listed for public trading on any exchange or market system, shares of that class are convertible into Common Shares at any time on a share-for-share basis. The market values indicated were calculated based upon the last sale price of the Common Shares as reported by The New York Stock Exchange on June 30, 2019, which was $5.19. For purposes of this information, the 1,280,339 Common Shares and 0 Class B Common Shares which were held by Executive Officers and Directors of the Registrant were deemed to be the Common Shares and Class B Common Shares held by affiliates.
As of March 4, 2020, there were 33,912,246 Common Shares and 6,357 Class B Common Shares outstanding.
Documents Incorporated By Reference
Portions of the Registrant's definitive Proxy Statement to be filed in connection with its 2020 Annual Meeting of Shareholders are incorporated by reference into Part III (Items 10, 11, 12, 13 and 14) of this report.
Except as otherwise stated, the information contained in this Annual Report on Form 10-K is as of December 31, 2019.
 
 
 
 
 




flatlogofinala21.jpg 
INVACARE CORPORATION
2019 ANNUAL REPORT ON FORM 10-K CONTENTS
 
 
 
Item
 
Page
PART I:
1
1A.
1B.
2
3
4
 
 
PART II:
5
6
7
7A.
8
9
9A.
9B.
 
PART III:
10
11
12
13
14
 
PART IV:
15
16

2

 
Part I
 
 
Item 1. Business
 
 
 

Item 1.        Business.

GENERAL

Invacare Corporation (“Invacare,” the “company,” including its subsidiaries, unless otherwise noted) 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 clinically complex 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), age related, bariatric) conditions. The company's products are an important component of care for people facing a wide range of medical 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 through retail and e-commerce channels, residential care operators, dealers and government health services in North America, Europe and Asia Pacific. Invacare's products are sold through its worldwide distribution network by its sales force, independent manufacturers' representatives, and distributors.

Invacare is committed to providing medical products that deliver the best clinical value; promote recovery, independence and active lifestyles; and support long-term conditions and palliative care. The company's global tagline - Yes, You Can.® is indicative of the "can do" attitude of many of the people who use the company's products and their care providers. In everything it does, the company strives to leave its stakeholders with its brand promise - Making Life's Experiences Possible®.

The company is a corporation organized under the laws of the State of Ohio in 1971. When the company was first established as a stand-alone enterprise in December 1979, it had $19.5 million in net sales and a limited product line of basic wheelchairs and patient aids. Since then, the company has made approximately fifty acquisitions and, after some recent divestitures to harmonize its portfolio, Invacare's net sales in 2019 were approximately $0.9 billion. Based upon the company's distribution channels, breadth of product line and net sales, Invacare is a leading company in many of the following medical product categories: custom power wheelchairs; custom manual wheelchairs; electromotive technology to augment wheelchairs and recreational products; recreational adaptive sports products; non-acute bed systems; patient transfer and bathing equipment; and supplementary respiratory therapy devices.

 
THE NON-ACUTE DURABLE MEDICAL EQUIPMENT INDUSTRY

The non-acute durable medical equipment market includes a broad range of equipment and services that enable the care and lifestyle needs of individuals with a broad range of conditions. With expected long-term pressure to control healthcare spending per capita, the company believes the market for equipment and services that support higher acuity care in lower acuity settings will continue to grow. Healthcare payors and providers continue to seek to optimize therapies which result in improved outcomes, reduced cost protocols, and ultimately, earlier discharge, including recovery and treatment in non-acute settings. Care in these settings may reduce exposure to concomitant issues and be preferred by patients.

As healthcare costs continue to increase, the interests of patients and healthcare providers are converging to focus on the most cost-effective delivery of the best care. As healthcare payors become more judicious in their spending, companies that provide better care or demonstrate better clinical outcomes will have an advantage. With its diverse product portfolio, clinical solutions, global scale and focus on the non-acute care setting, the company believes it is well positioned to serve this growing market.

Macro trends are impacting the world's aging population. While institutional care will likely remain an important part of healthcare systems in the wealthiest economies, the company believes care settings other than traditional hospitals will increasingly provide higher acuity care. With a broad product offering, diversified channels of trade, and infrastructure capable of serving many of the largest healthcare economies, the company believes it is well positioned to benefit from these global demographic trends and changes to the provision of healthcare.

North America Market

The population of the United States is growing and aging. As a result, there is a greater prevalence of disability among major U.S. population groups and an increasing need for assistance and care. The U.S. Census Bureau has projected the U.S. population will continue to grow to an estimated 400 million by 2050. Along the way, the bolus of Baby Boomers is expected to continue to raise the average age of the U.S. population. By 2030, the government estimates that more than 20% of the U.S. population will consist of individuals over the age of 65, a 50% increase compared to the population in 2010.

In the United States, healthcare provision is supported by reimbursement from the federal Centers for Medicare and

3

Part I
 
Item 1. Business
 
 
 
 
 

Medicaid Services (“CMS”), the Department of Veterans Affairs, state agencies, private payors and healthcare recipients themselves. In total, CMS estimates U.S. national healthcare expenditures will grow by more than 5% annually between 2017 and 2026. At this rate, healthcare spending would exceed GDP growth by 1%, which will sustain pressure to deploy care in ways that deliver the best outcomes for lower cost.

The Canadian health care system is a publicly funded model that provides coverage to all citizens. Provinces and territories are primarily responsible for the administration and delivery of Canada's health care services, and all health insurance plans are expected to meet the national guidelines established by the Canada Health Act. The objective of the Canada Health Act is to provide consumer-centered support and funding to residents with long-term physical disabilities and to provide access to personalized assistive devices that meet the basic needs of each patient. Each provincial and territorial health insurance plan differs with respect to reimbursement policies and product specification standards, allowing healthcare services to be adjusted based on regional needs. Invacare sells across Canada, taking into consideration the regional differences among the various provinces and territories.

Europe, Middle East and Africa Markets

While the healthcare equipment market in each country in Europe has distinct characteristics, many of the factors driving demand and affecting reimbursement are consistent with those in North America: population aging; more patients with chronic illnesses; an increasing preference to deliver healthcare outside hospitals; and a focus on the use of technology to increase productivity and reduce ancillary costs. Each European country has variations in product specifications and service requirements, regulations, distribution needs and reimbursement policies. These differences, as well as differences in the competitive landscape, require the company to tailor its approach based on the local market into which the products are being sold. The company's core strategy is to address these distinct markets with global product platforms that are localized with country-specific adjustments as necessary. This is especially the case for power wheelchairs, manual wheelchairs, and respiratory products. Customers in all European markets typically make product selections based upon quality, features, alignment with local reimbursement requirements, ability to reduce total cost of care, and customer service.
The company serves various markets in the Middle East and Africa. It approaches these markets with the global portfolio of products developed and manufactured elsewhere. Sales in these markets are made somewhat opportunistically to balance changes in demand and specific product requirements. Often, sales in the Middle East and Africa represent episodic tenders and do not often represent
 
consistent sustained trade. Most of the company's sales in these markets result from business conducted in Western Europe.

Asia Pacific Market

The company's Asia Pacific market comprises revenue from products sold in Australia, New Zealand, China, Japan, Korea, India and Southeast Asia. Invacare's Asia Pacific businesses sell through six distribution channels. Mobility and seating products are sold directly in New Zealand and through a network of dealers in all other countries, with almost all sales funded directly by governmental payors. Homecare products are sold via a dealer network that sells products to the consumer market. Long-term care products are sold via a dealer network and directly to care facilities. The company operates a rental business in New Zealand supporting the three largest providers on New Zealand's North Island. Sales to other parts of Asia are sold via distributors and agents based in China, Japan, Korea, India and Southeast Asia.

Reimbursement

In most markets, the company does not make significant sales directly to end-users. In some markets, such as the United States, the United Kingdom and certain Scandinavian countries, the company sells directly to a government payor. In other markets, the company's customers purchase products to have available for use by or re-sale to end-users. These customers then work with end-users to determine what equipment may be needed to address the end-user's particular medical needs. Products are then provided to the end-user, and the company's customer may seek reimbursement on behalf of the consumer or sell the products, as appropriate. Product mix, pricing and payment terms vary by market. The company believes its market position and technical expertise will allow it to respond to ongoing changes in demand and reimbursement.

PRODUCT CATEGORIES

The company designs, manufactures, markets and distributes products in three key product categories:

Mobility and Seating
Power Wheelchairs. This product category includes complex power wheelchairs for individuals who require powered mobility. The company's power wheelchair product offerings include products that can be highly customized to meet an individual end-user's needs, as well as products that are inherently versatile and designed to meet a broad range of requirements. Center-wheel drive power wheelchair lines include the Invacare® TDX® (Total Driving eXperience) product line and the ROVI® X3 and A3 power base product line,

4

 
Part I
 
 
Item 1. Business
 
 
 

offered through the company's Motion Concepts subsidiary. The TDX line of power wheelchairs offers a combination of power, stability and maneuverability, including the Invacare® SureStep® suspension with Stability Lock and available G-Trac Technology. Seating systems offer elevate, power tilt and recline features. The ROVI A3 also offers the Multi-Positioning-Standing-MAXX System (MPS), an innovative, highly adjustable system that provides consumers the medical benefits of adjusting to a standing position throughout the day, adding additional independence, function and accessibility.
The company also offers rear-wheel drive power wheelchair technology through the Invacare® Storm Series® as well as other legacy products like Kite or Bora. The company will launch Aviva Power Wheelchairs, a new generation of power products in 2020. Aviva products will replace some of the legacy items and provide new market share opportunities. Several of the company's subsidiaries specialize in the development and implementation of complementary technology designed to enhance the utility of wheelchairs to meet unique and complex physiological needs. For example, Adaptive Switch Labs has developed alternative electronic control systems and human/machine input devices that enable wheelchair and environmental control via alternative interfaces to joysticks, such as sip/puff, eye-gaze, or head position inputs. Motion Concepts designs and produces custom powered seating and power positioning systems. Alber GmbH sells innovative power add-on devices that enable manual wheelchair users to have optional electric power to augment manual propulsion and enable caretakers to more easily maneuver manual wheelchairs. In addition, Dynamic Controls (DCL) manufactures sophisticated electronic control systems for power wheelchairs that enable users to operate the device and permit wireless programming, remote diagnostics, and touchscreen controls. The company continues to be a leader in this market with unique intellectual property in wheelchair suspension, alternative controls, and electronic components.
Custom Manual Wheelchairs. This product category includes products for independent everyday use, outdoor recreation, and casual and competitive sports, such as basketball, racing and tennis. These products are marketed under the Invacare® and Invacare® Top End® brand names. The company markets a premiere line of lightweight, aesthetically-stylish custom manual wheelchairs under the Küschall® brand name. These custom manual wheelchairs feature precision components and outstanding driving performance. The company provides a wide range of mobility solutions for everyday activities. The company's competitive advantages include a wide range of features and functionality and the ability to build purposeful custom
 
wheelchairs, along with components which feature cross compatibility across the portfolio and wheelchairs that collapse to fit into very small spaces for ease of transportability.
Seating and Positioning Products. At the core of care for seated end-users is the need for proper seating and positioning. Invacare designs, manufactures and markets some of the industry's best custom seating and positioning systems, custom molded and modular seat cushions, back supports and accessories to enable care givers to optimize the posture of their patients in mobility products. The Invacare® Seating and Positioning series provides seating solutions for less complex end-user needs. The Invacare® Matrx® Series offers versatile modular seating components with unique proprietary designs and materials designed to optimize pressure management and to help ensure long-term proper posture. The company's PinDot® series provides custom molded seat modules that can accommodate the most unique anatomic needs, and that can be adapted to fit with a wide range of mobility products. The company's ability to rapidly produce highly-customized products is highly specialized in the market, and is valued by therapists who need timely solutions for their patient's most complex clinical needs.

Lifestyle Products
Pressure Relieving Sleep Surfaces. This product category includes a complete line of therapeutic pressure relieving overlays and mattress systems. The Invacare® Softform and microAIR® brand names feature a broad range of pressure relieving foam mattresses and powered mattresses with alternating pressure, low-air-loss, or rotational design features, which redistribute weight and assist with moisture management. These mattresses are designed to provide comfort, support and relief to those patients who are immobile or have limited mobility; who may have fragile skin or be susceptible to skin breakdown; and who spend long periods in bed.
Safe Resident Handling. This product category includes products needed to assist caregivers in transferring individuals from surface to surface (e.g., bed to chair). Designed for use in the home or in institutional settings, these products include ceiling and floor lifts, sit-to-stand devices and a comprehensive line of slings.
Beds. This product category includes wide variety of Invacare® branded semi-electric and fully-electric bed systems designed for both residential and institutional care for a range of patient sizes. The company's offering includes bed accessories, such as bedside rails, overbed tables and trapeze bars. The company's bed systems introduced the split-spring bed design, which is easier

5

Part I
 
Item 1. Business
 
 
 
 
 

for home medical equipment providers to deliver, assemble and clean than other bed designs. Invacare's bed systems also feature patented universal bed-ends, where the headboard and footboard may be used interchangeably. This enables customers to more efficiently deploy their inventory.
Manual Wheelchairs. This product category includes a complete line of manual wheelchairs. The company's manual wheelchairs are sold for use in the home and in institutional care settings. Consumers include people who are chronically or temporarily-disabled, require basic mobility with little or no frame modification, and may propel themselves or be moved by a caregiver. The company's manual wheelchairs are marketed under the Invacare® brand name. Examples include the 9000 and Tracer® wheelchair product lines.
Personal Care. This product category includes a full line of personal care products, including ambulatory aids such as rollators, walkers, and wheeled walkers. The company also distributes bathing safety aids, such as tub transfer benches and shower chairs, as well as patient care products, such as commodes and other toileting aids. In markets where payors value durable long-lasting devices, especially those markets outside of the U.S., personal care products continue to be an important part of the company's lifestyles product business. In certain other markets, and in the U.S. in particular, this product area is focused on residential care.

Respiratory Therapy Products

The company designs and manufactures products that concentrate oxygen for consumers who need supplemental oxygen for breathing. Invacare® oxygen products are designed to meet a wide variety of patient needs, including stationary systems for use while at home and portable systems for mobile use. Historically, oxygen therapy required the delivery of large tanks of liquid oxygen or the routine delivery of tanks of compressed oxygen to patients. Industry trends continue to displace modes of oxygen therapy that involve delivery, which is costlier to provide and less convenient for patients who need to coordinate the exchange of oxygen containers. Published industry data suggests a large portion of the costs associated with home oxygen therapy are directly associated with delivery-related activities required to meet the ambulatory oxygen therapy needs of patients. Invacare's newer modalities of oxygen supply replace these costlier and constraining delivery-based forms of care.
Stationary Oxygen Concentrators. Invacare oxygen concentrators are manufactured under the Platinum® and Perfecto2 brand names and are available in five-, nine-, and ten-liter models. All Invacare stationary oxygen concentrators are designed to provide patients with durable equipment that reliably concentrates
 
oxygen at home or in a healthcare setting. Stationary oxygen concentrators are typically used by people needing home or nocturnal oxygen, or by patients who have advanced-stage lung diseases and whose lifestyles keep them largely at home.
Portable Oxygen Concentrators. One of two primary modalities for non-delivery supplementary ambulatory oxygen is the battery-powered portable category. Invacare's Platinum® Mobile Oxygen Concentrator has among the most competitive features in the five-liter equivalent category, including the industry's first wireless informatics platform in the five-pound category. The informatics platform includes a user centric app which now allows remote flow control of the portable concentrator from up to 25ft and a provider facing portal for remote fleet monitoring to help reduce unplanned dispatches and total operating costs.
Oxygen Refilling Devices. The Invacare® HomeFill® Oxygen System is an alternative source of ambulatory oxygen that allows patients to fill their own convenient small portable oxygen cylinders from a stationary oxygen concentrator at home. This enables users to access high-flow stationary oxygen while at home and provides an easy-to-use form of mobile oxygen while away. As a result, medical equipment providers can significantly reduce time-consuming and costly service calls associated with cylinder and/or liquid oxygen deliveries, limit recurring high maintenance expenses and total cost of ownership while at the same time enhancing the lifestyle of the patient.

Other Products and Services

Other products and services includes various services, including repair services, equipment rentals and external contracting. In certain regions of Europe and Asia Pacific, refurbishing of products is increasing as governments look for ways to lower costs while still providing needed equipment.
GEOGRAPHIC SEGMENTS
Europe
The company's Europe segment operates as an integrated unit across the European, Middle Eastern and African markets with sales and operations throughout Europe. The Europe segment is coordinated with other global business units for new product development, supply chain resources and additional corporate resources. This segment primarily includes mobility and seating; lifestyle; and respiratory therapy product lines. The company manufactures power wheelchair products, wheelchair power add-ons and hygiene products in different facilities in Germany. During 2019, the production of manual wheelchair products that had been manufactured at three different facilities in Switzerland, Sweden and France were

6

 
Part I
 
 
Item 1. Business
 
 
 

consolidated into one facility in France. The company manufactures beds in Portugal and Sweden for various markets. Invacare manufactures therapeutic support surfaces as well as seating and positioning products in the U.K. Respiratory products, such as oxygen concentrators and Invacare® HomeFill® systems, are imported from company facilities in the U.S. In total, the Europe segment comprised 57.4%, 57.4% and 55.4% of the net sales from continuing operations in 2019, 2018 and 2017, respectively.

North America

The company's North America segment comprises sales and operations throughout the United States and Canada. This segment primarily includes mobility and seating, lifestyle and respiratory therapy product lines. Products are sold through rehabilitation providers, home healthcare providers, and government provider agencies, such as the Veterans Administration. The North America segment represented 37.5%, 37.5% and 39.3% of the net sales from continuing operations in 2019, 2018 and 2017, respectively.

All Other (Asia Pacific)

The company's All Other (Asia Pacific) segment combines sales and services operations, supporting customers principally in Australia and New Zealand and, to a lesser extent, other pan-Asian markets. The All Other segment also includes Dynamic Controls Limited (DCL), a subsidiary of the company that designs and manufactures control systems for Invacare-branded respiratory and powered mobility products, and supplies components for other third-party devices. The All Other segment represented 5.1%, 5.1% and 5.3% of the net sales from consolidated continuing operations in 2019, 2018 and 2017, respectively.

See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

For financial information regarding reportable segments, including revenues from external customers, products, segment profitability, assets and other information by segments, see Business Segments in the Notes to the Consolidated Financial Statements of this Annual Report on Form 10-K.

WARRANTY

Generally, the company's products are covered by warranties against defects in material and workmanship for product-specific warranty periods starting from the date of sale to the customer. Certain components, principally wheelchair and bed frames, carry a lifetime warranty.


 
COMPETITION

The durable medical equipment markets are highly competitive, and Invacare products face significant competition from other well-established manufacturers and distributors in the industry. Each country into which the company sells and markets its products has a set of unique conditions that impact competition, including healthcare coverage, forms and levels of reimbursement, presence of payor and provider structures and various competitors. Many factors may play a role in the selection of products and success of the company including specific features, aesthetics, quality, availability, service levels and price. Various competitors, from time to time, have instituted price-cutting programs in an effort to gain market share, and they may do so again in the future. In addition, reimbursement pressures may continue to persist in major markets, such as the U.S. These pressures have and may again significantly alter market dynamics. Increasingly, customers have access to manufacturers in low cost locations and are able to source certain products directly in lieu of purchasing from Invacare or its traditional competitors, particularly for less complex products where price is the primary selection criterion.

The company believes that successfully increasing its market share is dependent on its ability to provide value to its customers based on clinical benefits, quality, performance, and durability of the company's products and services. In addition, the company's cost reduction achievements are expected to improve the market competitiveness of its products. Customers also value the technical and clinical expertise of the company's sales force, the effectiveness of the company's distribution system, the strength of its dealer and distributor network, the availability of prompt and reliable service for its products, and the ease of doing business with the company. The company's focus on quality is paramount. By embracing quality in all aspects of the company's activities, the company believes that its products will be better aligned with customer needs and, brought to market more quickly, resulting in a better customer experience and economic return.

SALES, MARKETING AND DISTRIBUTION

Europe

The company's European operations primarily conduct manufacturing, marketing and distribution functions in Western Europe and coordinate export sales activities through local distributors for markets in the Middle East and Africa. The company utilizes an employee-sales force and independent distributors. In markets where the company has its own sales force, product sales are made to medical equipment dealers and directly to government agencies. Marketing functions are staffed by central and regional teams to optimize coverage and content. The company operates

7

Part I
 
Item 1. Business
 
 
 
 
 

distribution centers in various locations to optimize cost and delivery performance.
Company representatives attend more than 50 trade shows across all European and Middle eastern geographies. The company builds brand awareness through a strong presence in social media (LinkedIn, Facebook, Twitter) and has a dedicated blog that has achieved almost one million readers. In some European key countries, the company sponsors key events and several individual wheelchair athletes and teams.

North America

In the United States, Invacare products are marketed primarily to clinical specialists in rehabilitation centers, long-term care facilities, government agencies and residential care settings. The company markets to these medical professionals, who refer their patients to HME providers to obtain specific types of the company's medical equipment. The company sells its products to these providers.

In 2019, the North America salesforce was primarily organized into three groups of specialized sales professionals focused on complex rehabilitation, post-acute care and respiratory products. Each team is focused on clinically complex products and solutions to support customer needs.

The company contributes extensively to editorial coverage in trade publications concerning the products the company manufactures. Company representatives attend numerous trade shows and conferences on a national and regional basis in which Invacare products are displayed to providers, health care professionals, managed care professionals and consumers. The company also drives brand awareness through its website, as well as online communities of people who may use its products.

The company raises consumer awareness of its products through a strong presence in social and digital media as well as its sponsorship of a variety of wheelchair sporting events and its support of various philanthropic causes benefiting consumers of the company's products. The company's sponsorship of several individual wheelchair athletes and teams continued in 2019, including top-ranked male and female racers and handcyclists and wheelchair basketball teams. In addition, the company continued to support disabled veterans with its 38th year of continuous sponsorship of the National Veterans Wheelchair Games, the largest annual wheelchair sporting event in the world. These sporting events bring a competitive and recreational sports experience to military veterans who, due to spinal cord injury, neurological conditions or amputation, use various assistive technology devices for their mobility needs.
 
The company's products are distributed through a network of facilities and directly from some manufacturing sites to optimize cost, inventory and delivery performance.
All Other (Asia Pacific)

The company's All Other (Asia Pacific) segment comprises revenue from four businesses. Invacare All Other (Asia Pacific) sells and rents durable medical equipment, in Southeast Asia, North Asia, China, Australia and New Zealand. It uses an employee sales force and service representative to support this revenue. The other business, DCL, uses a global employee sales force to sell electronic controls systems and components to related parties in Invacare and to independent customers. Products are distributed throughout Asia from a regional distribution center in Thailand, with complex rehabilitation product sourced from global sources via a network of distribution nodes designed to optimize cost, inventory and delivery performance.

Sales and marketing efforts in All Other (Asia Pacific) are managed within the region and leveraged from other regions of the company. Sponsorship efforts are focused at the grass roots level and around programs designed to introduce people with disabilities to sports as a pathway to inclusion. In 2019, Invacare Australia sponsored the Summer Down Under Series, which culminated in the Oz Day 10K classic wheelchair race on Australia Day. In 2019, Invacare New Zealand sponsored the Halberg Junior Disability Games and worked with local organizations to improve access for people with disabilities. Invacare supports a number of sporting organizations in the region, primarily focused on those that introduce people to sports. In 2018, Invacare (Thailand) Ltd. was established, with a focus on expansion of the company's southeast Asia network.

PRODUCT LIABILITY COSTS

The company is self-insured in North America for product liability exposures through its captive insurance company, Invatection Insurance Company, which currently has a policy year that runs from September 1 to August 31 and insures annual policy losses up to $10,000,000 per occurrence and $13,000,000 in the aggregate. The company has additional layers of external insurance coverage, related to all lines of insurance, insuring up to $75,000,000 in aggregate losses per policy year arising from individual claims anywhere in the world that exceed the captive insurance company policy limits or the limits of the company's per-country foreign liability limits, as applicable. There can be no assurance that Invacare's current insurance levels will continue to be adequate or available at affordable rates.



8

 
Part I
 
 
Item 1. Business
 
 
 

Product liability reserves are recorded for individual claims based upon historical experience, industry expertise and other indicators. Additional reserves, in excess of the specific individual case reserves, are provided for incurred unreported claims based upon actuarial valuations at the time such valuations are conducted. Historical claims experience and other assumptions are taken into consideration by the company in estimating the ultimate reserves. For example, the actuarial analysis assumes that historical loss experience is an indicator of future experience, that 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. Estimated amounts used in the calculation of reserves are adjusted on a regular basis and can be impacted by actual loss awards and claim settlements. While actuarial analysis is used to help determine adequate reserves, the company is responsible for determining and recording adequate reserves in accordance with accepted loss reserving standards and practices and applicable accounting principles.

PRODUCT DEVELOPMENT AND ENGINEERING
The company's strategy includes developing a cadence of meaningful new products in key markets and product areas. As the result of work among the company's development groups in North America, Europe and Asia, Invacare launched a series of new innovations in 2019, including the following:
The new Motion Concepts 407 seating system utilizes a simple design to optimize the stability of the base of the wheelchair, while providing up to 40º of tilt. This allows the end user to achieve a unique position where the head is below the feet, and the feet are above the heart, to assist with respiratory and circulatory conditions.
The Motion Concepts UpFront thoughtfully combines a fully functioning power positioning system with 5.5” of forward shift, allowing the end user to access previously difficult to reach surfaces and objects.
The Motion Concepts HD Series is a seating system which meets the individual needs of today’s larger end users. The HD Series is designed to allow for exceptional driving performance, elegant design and maximum comfort and can accommodate higher weight capacities.
In the category of custom manual wheelchairs, the company introduced the new Kuschall 2.0 line of manual wheelchairs. This new line utilizes a new technology (hydroforming) to increase the stiffness of the chair, while at the same time reducing the weight. The result of these features adds to the driving performance of the wheelchair. The new design can be
 
highly personalized with a new intelligent color concept.
In the category of power add-on drives, the company's Alber division launched the new SMOOV one O10. This small, light and portable add-on is easy to use and has a separate, wireless and ergonomic control unit and an app for further adjustments and functions.
In the Lifestyles product line, the company launched new products such as the Etude and NordBed. This new range of beds offers enhanced ergonomics (due to the new patented Ergo Move Technology), effective risk management and single-handed care with features like “Up & Out”, “low lowest height” and “RememberMe”. It has modern aesthetics and can be easily detachable in pieces below 20kg without any tools.
In the Respiratory product line, the company launched another first with the addition of remote flow control to the existing portable oxygen concentrator app. The app enables an even more active and autonomous lifestyle for patients on oxygen. Using the app, a patient can change between prescribed rest and activity settings while the concentrator is worn on their back or from a distance of 25 feet when the concentrator is used with a longer cannula. This reduces activity interruption or the need to return to the concentrator to change between settings.

MANUFACTURING AND SUPPLIERS

The company's objective is to efficiently deploy resources in its supply network to achieve the best quality, service performance and lowest total cost. The company seeks to achieve this result through a combination of inputs from Invacare facilities, contract manufacturers and key suppliers.

The company continues to emphasize quality excellence and efficiency across its manufacturing and distribution operations. The company is expanding its culture of deploying current Good Manufacturing Practices (“cGMP”) and Lean Manufacturing principles to eliminate waste throughout the network and will continue to pursue improvements in its manufacturing processes. At its core, the company's operations produce and distribute both custom-configured products for use in specialized clinical situations and standard products.

The company procures raw materials, components and finished goods from a global network of internal and external sources. The company utilizes regional sourcing offices to identify, develop and manage its external supply base. Where appropriate, Invacare utilizes suppliers across multiple regions to ensure flexibility, continuity and responsiveness. The company's network of engineering design centers,

9

Part I
 
Item 1. Business
 
 
 
 
 

product management groups and sources of supply are used to optimize cost and satisfy customer demand.
Europe
The company's manufacturing and assembly facilities in Europe, each of which is equipped with individual capabilities to manufacture patient aids, wheelchairs, powered mobility accessories, bath safety products, beds, therapeutic support surfaces, and patient transport products. The Europe segment uses these internal sources and some external sources of finished goods and components to create the portfolio of products it distributes. Products distributed in Europe are used by internal and external customers worldwide.
North America
The company operates several vertically integrated centers of excellence, i.e., factories, in North America, each with specific capabilities: custom powered wheelchairs, seating products and respiratory therapy products (Elyria, OH); manual and passive manual wheelchairs and patient aids (Reynosa, MX); beds, institutional case goods and respiratory therapy products (Sanford, FL); manual recreational and sport wheelchair products (Pinellas Park, FL), passive manual and pediatric wheelchairs (Simi Valley, CA); and seating and positioning systems (Toronto, ONT). Products designed and made in North American operations are sold in North America and are shipped as finished goods and as subcomponents to internal and external customers globally. The company continually reviews its’ operations network capacity, workforce skills and technologies along with its’ distribution network to optimize design, manufacture, sourcing and delivery performance, inventory and cost.

Asia Pacific

Invacare Asia Pacific manufactures control systems and components used primarily in mobility and respiratory devices that serve global markets through the company's factory in Suzhou, Jiangsu Province, China. The company operates distribution nodes in several countries to supply customer needs while optimizing cost, inventory and service levels.

TRANSFORMATION UPDATE

In 2019, while the company faced additional headwinds in North America, such as tariffs and changes in reimbursement related to national competitive bidding, these headwinds were partially offset by the company's actions already in process to drive growth and improve operations. The enhanced transformation and growth plan balances innovative organic growth, product portfolio changes across all regions, and cost improvements in supply chain and administrative functions.
 
Key elements of the enhanced transformation and growth plan:

Continue to drive all business segments and product lines based on their potential to achieve a leading market position and support profitability goals;
In Europe, leverage centralized innovation and supply chain capabilities while reducing the cost and complexity of a legacy infrastructure;
In North America, adjust the portfolio to consistently grow profitability amid cost increases by adding new products, reducing costs and continuing to improve customers' experience;
In Asia Pacific, remain focused on sustainable growth and expansion in the southeast Asia region; and
Globally, take actions to reduce working capital and improve free cash flow.

In 2019, the company realized significant improvement in the key financial metrics. The North America segment, which was impacted by the consent decree, tariffs, changes in reimbursement and national competitive bidding, reduced operating losses significantly.

The company believes that continued generation of earnings driven by operational performance, cash balances on hand, and expected free cash flow will support the company's on-going transformation plans and enable it to address future debt maturities.

GOVERNMENT REGULATION

The company is governed by regulations that affect the manufacture, distribution, marketing and sale of its products and regulate healthcare reimbursement that may affect its customers and the company directly. These policies differ among and within every country in which the company operates. Changes in regulations, guidelines, procedural precedents, enforcement and healthcare policy take place frequently and can impact the size, growth potential and profitability of products sold in each market.

In many markets, healthcare costs have been consistently increasing in excess of the rate of inflation and as a percentage of GDP. Efforts to control payor's budgets have impacted reimbursement levels for healthcare programs. Private insurance companies often mimic changes in government programs. Reimbursement guidelines in the home healthcare industry have a substantial impact on the nature and type of equipment consumers can obtain and thus, affect the product mix, pricing and payment patterns of the company's customers who are typically the medical equipment providers to end-users.

The company has continued its efforts to influence public policies that impact home-based and long-term non-acute healthcare. The company has been actively educating

10

 
Part I
 
 
Item 1. Business
 
 
 

federal and state legislators about the needs of the patient communities it serves and has worked with policy authors to ensure the industry's healthcare consumer needs are represented. The company believes its efforts have given the company a competitive advantage. Customers and end-users recognize the company's advocacy efforts, and the company has the benefit of remaining apprised of emerging policy direction.

FDA

The United States Food and Drug Administration (“FDA”) regulates the manufacture, distribution and marketing of medical devices. Under such regulation, medical devices are classified as Class I, Class II or Class III devices, depending on the level of risk posed to patients, with Class III designating the highest-risk devices. The company's principal products are designated as Class I or Class II. In general, Class I devices must comply with general controls, including, but not limited to, requirements related to establishment registration and device listing, labeling, medical device reporting, and the Quality System Regulation (QSR). In addition to general controls, certain Class II devices must comply with design controls, premarket notification, and applicable special controls. Domestic and foreign manufacturers of medical devices sold in the U.S. are subject to routine inspections by FDA. In addition, some foreign governments have adopted regulations relating to the design, manufacture and marketing of health care products, and imposing similar controls as the FDA regulations.

Other Medical Device Regulators

Outside the U.S., it is customary for foreign governments to have a ministry of health or similar body that regulates and enforces regulations relating to the design, manufacture, distribution and marketing of medical devices. In some cases, there are common standards for design and testing. In some cases, there are country-specific requirements. These regulations are not always harmonized with those from other jurisdictions and in some cases, the consequence in costs, time to enter a market or support a product may be significant.

The company is currently conducting a program to bring its products designed, manufactured and sold into the European Union market, into conformance with the EU MDR (Medical Device Regulations). The company is on plan to bring all class I devices into compliance with the MDR by May 26, 2020. Class II devices will be completed on or before the complete this work for class I devices prior to the required May 27, 2024 date.




 
2012 Consent Decree, Taylor Street and Corporate Facilities

In December 2012, the company became subject to a consent decree of injunction filed by FDA with respect to the company's Corporate Headquarters and its Taylor Street facility's operations in Elyria, Ohio. 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 take place at the impacted Elyria facilities and (iii) replacement, service and repair of products already in use from the Taylor Street manufacturing facility. Under the terms of the consent decree, in order to resume full operations, 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 accepted by, FDA; submit its own report to the FDA; and successfully complete a reinspection by FDA of the company's Corporate and Taylor Street facilities.

On July 24, 2017, following its June 2017 reinspection of the Corporate and Taylor Street facilities, 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 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 24, 2017, during which time the company's Corporate and Taylor Street facilities must complete two semi-annual audits in the first year following the lifting of the injunction and then and annual audit in the each of the next four years performed by a company-retained by the firm. The expert audit firm will determine whether the facilities remain in continuous compliance with the FDA Act, regulations and the terms of the consent decree and issue post audit reports contemporaneously to FDA and Invacare. The FDA has the authority to inspect these facilities and any other FDA registered facility, at any time.

In 2018, the company completed the two semi-annual independent expert audits and, in 2019, the company completed the first annual independent expert audit of the Corporate and Taylor Street facilities, as required under the consent decree, and in each case the facilities were found to remain in compliance with the FDA Act, the FDA regulations and the consent decree. The audit reports have been submitted to FDA.



11

Part I
 
Item 1. Business
 
 
 
 
 

Under the consent decree, FDA has the authority to order the company to take a wide variety of actions if 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. FDA also can order the company to undertake a partial cessation of operations or a recall, issue a safety alert, public health advisory, or press release, or to take any other corrective action FDA deems necessary with respect to Taylor Street products.

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 regulations or the FDA Act. FDA also may assess liquidated damages for shipments of adulterated or misbranded devices in the amount of twice the sale price of any such adulterated or misbranded device. The liquidated damages, if assessed, are limited to a total of $7,000,000 for each calendar year. The authority to assess liquidated damages is in addition to any other remedies otherwise available to FDA, including civil money penalties.

For additional information regarding the consent decree, please see the following sections of this Annual Report on Form 10-K: 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.

Other FDA Matters

As required, the company's facilities which produce products for sale in the U.S. are registered with FDA. Those facilities are subject to inspections by FDA at any time. Recent inspections of company facilities by or on behalf of FDA are summarized in the following paragraphs.

On February 25, 2019 through March 8, 2019, FDA conducted a routine inspection under the Consent Decree of Invacare Headquarters and Taylor Street Operations. At the close of the inspection, no FDA Form 483 observations were issued. In December, the FDA provided written comments and recommendations related to questions which arose during the inspection, and the company has responded to the FDA’s questions and comments.

In May 2019, the FDA inspected the company’s Porta Westfalica, Germany facility, and no Form 483 observations were noted at the conclusion of the inspection. In January 2020, the FDA inspected the Motion Concepts facility in Vaughn, Ontario, and at the conclusion of the inspection, the FDA issued its Form 483 with three observations. The company has timely responded to the 483 observations. In January 2020, the FDA conducted a directed inspection at the company’s Elyria, OH facilities, and at the conclusion of the inspection, the FDA issued its Form 483 with three
 
observations.  The company has timely responded to the 483 observations.

The company expects that substantially all of its facilities will be inspected by FDA or other regulatory agencies from time to time. The frequency, duration, scope, findings and consequences of these inspections cannot be predicted.
 
From time to time, the company may undertake voluntary recalls or field corrective actions of the company's products to correct potential product safety issues that may arise, in furtherance of the company's high standards of quality, safety and effectiveness.

In December 2019 the company’s operations in Sanford, Fla and Elyria, OH underwent a successful MDAP (Medical Device Single Audit Program) audit. No findings were issued as a result of this audit.

Other Quality Accomplishments

In 2018, the company's main facilities in Europe, Asia and North America were certified as meeting ISO 13485-2016 requirements, a stringent international standard for quality management systems, demonstrating its continued commitment to quality excellence.

National Competitive Bidding

In the United States, CMS is a significant payor and governs healthcare reimbursement for Medicare services. On January 1, 2011, CMS began its National Competitive Bidding ("NCB") program in nine metropolitan statistical areas (MSA) across the country ("Round 1") to reduce healthcare spending, pursuant to a 2003 federal law. On July 1, 2013, CMS expanded the program to an additional 91 MSAs ("Round 2"). These bid programs have resulted in new, lower Medicare payment rates in these 100 areas. In January 2016, CMS began the deployment of NCB rates to the remainder of the Medicare population that had not yet been impacted by the program. These were primarily less densely populated, rural areas. In 2016, CMS divided the United States into eight regions and applied the average reimbursement reduction per NCB product category in each region from Round 1 and Round 2 to the rural providers in those eight regions.

In November 2018, CMS announced that it was suspending the NCB program for approximately two years, from January 1, 2019 through approximately December 31, 2020, and in the interim will implement changes to the NCB program. On March 7, 2019, the CMS announced plans to consolidate the competitive bidding areas (CBAs) included in the Round 2 Recompete and Round 1 2017 Durable Medical Equipment, Prosthetics, Orthotics, and Supplies (DMEPOS) Competitive Bidding Program into a single

12

 
Part I
 
 
Item 1. Business
 
 
 

round of competition named Round 2021. Round 2021 contracts are scheduled to become effective on January 1, 2021, and extend through December 31, 2023. Payment rates will be based off the clearing price rather than the median of the initial contractors' rates. CMS will use “lead item pricing”, meaning that bidders will submit a bid for the item in the product category with the highest total national Medicare allowed charges during the previous year. Prices for all other items in that category will be based off that lead item discount. During the approximate two-year period in which the bid program is suspended, Medicare payment rates are generally expected to remain substantially similar to 2019 rates. In former bid areas during this two-year window, any Medicare supplier will be able to provide bid items to beneficiaries. CMS' November 2018 rule also modified payment rates for oxygen, based on Medicare's “budget neutrality” mandate. For the oxygen devices the company sells, however, the total Medicare payment rate will remain substantially similar to 2018 payment rates.

The company's exposure to effects of NCB rate reductions and any similar reductions from private payors or state agencies can increase the company's credit risk associated with customers whose revenue, based on reimbursement, may be significantly reduced. As reimbursement rates are reduced, the company's customers may experience pressure on profitability and liquidity. The company therefore remains focused on being judicious in its extension of credit to its customers and vigilant about collections efforts.

In addition, the consequence of reduced reimbursement has and may continue to compel customers to consider alternative sources of supply, which may be available at lower purchase prices, thereby reducing sales of the company or the price at which customers will transact for certain products.

Although reductions in CMS payments are disruptive to the homecare industry, the company believes it can grow and thrive in this environment. The company expects to continue pursuing productivity initiatives intended to lower the costs to serve customers, in an effort to profitably meet lower customer price targets. The company also produces certain solutions, which can provide lower total cost of business for its customers. As an example, the company's respiratory therapy products can help offset reimbursement reductions by eliminating the need for routine home exchange services of pre-filled oxygen cylinders with end-users. Delivery costs can be a substantial element of cost for its customers. The company's HomeFill oxygen system, Platinum Mobile oxygen concentrator, as well as the company's oxygen concentrators, can provide effective convenient therapy for consumers and cost-effective equipment solutions for providers by eliminating customer's costs associated with home cylinder exchange. Similarly, the informatics capabilities the company launched for power wheelchairs and respiratory devices in 2017 enable
 
customers to more cost effectively provide service and support their end-user customers. The company intends to continue developing solutions that help providers improve profitability and reduce the overall cost of care for payors.

BACKLOG

The company generally manufactures its products to meet near-term demands by shipping from stock or by building to order based on the specialized 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, 2019, the company had approximately 3,900 employees.

FOREIGN OPERATIONS AND EXPORT SALES

The company also markets its products for export to other foreign countries. In 2019, the company's products were sold in over 100 countries. 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 SEC maintains a website, http://www.sec.gov, which contains all reports, proxy and information 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, Elyria, OH 44035. The contents of the company's website are not part of this Annual Report on Form 10-K.


13

Part I
 
Item 1. Business
 
 
 
 
 

FORWARD-LOOKING INFORMATION

This Form 10-K 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 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; regulatory proceedings or the company's failure to comply with regulatory requirements or 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 enforcement actions; including the investigation of pricing practices at one of the company's former rentals businesses; 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, in particular the key elements of its enhanced transformation and growth plan such as its new product introductions, additional investments in sales force and demonstration equipment, plant consolidations, supply chain actions and global information technology outsourcing and ERP implementation activities; 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, or from any requirement to settle repurchase rights or 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; 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; 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 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 at competitive prices; consolidation of health care providers; increasing pricing pressures in the markets for the company's products; lower cost imports; uncollectible accounts receivable; difficulties in implementing/upgrading Enterprise Resource Planning systems; risk 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 the adverse impacts of new tariffs and possible increases in commodity costs or freight costs or global health emergencies such as the "coronavirus"; 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.

14

 
Part I
 
 
Item 1A. Risk Factors
 
 
 


Item 1A.    Risk Factors.

The company's business, operations and financial condition are subject to various risks and uncertainties. One should carefully consider the risks and uncertainties described below, together with all the other information in this Annual Report on Form 10-K and in the company's other filings with the SEC, before making any investment decision with respect to the company's securities. The risks and uncertainties described below may not be the only ones the company faces. Additional risks and uncertainties not presently known by the company or that the company currently deems immaterial may also affect the company's business. If any of these known or unknown risks or uncertainties occur, develop or worsen, the company's business, financial condition, results of operations and future growth prospects could change substantially.

If the company's business transformation efforts are ineffective, the company's strategic goals, business plans, financial performance or liquidity could be negatively impacted.

The company is implementing a multi-year turnaround strategy intended to substantially transform its business and re-orient its resources to a more clinically complex mix of products and solutions. To date, this strategy has included actions to re-orient the company's North American commercial team, restart the company's innovation pipeline, shift its product mix, develop and expand its talent, and strengthen its balance sheet. As part of these actions, the company has reshaped its sales force in North America, invested in product development, discontinued a significant amount of non-core products, and issued convertible debt to fund the transformation. The company also has taken steps to realign infrastructure and processes that are intended to drive efficiency and reduce costs. Recent additional business headwinds in North America, such as tariff related increases in product and component cost, have highlighted the importance of the company's transformation efforts.

The company may not be successful in achieving the full long-term growth and profitability, operating efficiencies and cost reductions, or other benefits expected from these transformation efforts. The company also may experience business disruptions associated with these activities. Further, the benefits of the strategy, if realized, may be realized later than expected, the costs of implementing the strategy may be greater than anticipated, and the company may lack adequate cash or capital or may not be able to attract and retain the necessary talent, to complete the transformation. If these measures are not successful, the company may undertake additional transformation efforts, which could result in future expenses. If the company's business transformation efforts prove ineffective, the company's ability to achieve its strategic goals and business plans, and the company's financial performance, may be materially adversely affected.
 
If the company's transformation efforts are ineffective, the company may not be able to pay its indebtedness when due or refinance its debt, which could have a material, adverse effect upon the company.

If the company's business transformation efforts prove ineffective and it continues to experience negative cash flows and losses, the company may require additional financing. Under these circumstances, such financing may be difficult or expensive to obtain, and the company can make no assurances that it would be available on terms acceptable to the company, if at all.

Increased cyber security threats and more sophisticated and targeted computer crime could pose a risk to the company's systems, networks, products and services, and a risk to the company's compliance with data privacy laws.
Increased global IT security threats and more sophisticated and targeted computer crime pose a risk to the security of the company's systems and networks as well as the confidentiality, protection, availability and integrity of the company's data and any personal data on such networks or systems, including regulatory risks under the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA) and the U.S. Health Insurance Portability and Accountability Act (HIPAA), among other risks. In addition, data security breaches can also occur as a result of a failure by the company or its employees to follow policies, procedures or training, or by acts, omissions or breaches by persons with whom the company has commercial relationships that result in the unauthorized release of personal or confidential information.
Through its sales channels, the company may collect and store personal or confidential information that customers provide to purchase products or services, enroll in promotional programs and register on the company's website, among other reasons. The company may also acquire and retain information about customers, product end users, suppliers and employees in the normal course of business. The company also creates and maintains proprietary information that is critical to its business, such as its product designs and manufacturing processes. In addition to the company’s own databases, it uses third-party service providers to store, process and transmit confidential or personal information on its behalf. Although the company contractually requires these service providers to implement and use reasonable security measures and to comply with laws relating to privacy and data protection, the company cannot control third parties and cannot guarantee that a data security breach will not occur in the future either at their location or within their systems.
Despite the company's efforts to secure its systems and networks, and any personal or sensitive information stored thereon, the company could experience a significant data

15

Part I
 
Item 1A. Risk Factors
 
 
 
 
 

security breach. Computer hackers may attempt to penetrate the company's or its vendors' information systems and, if successful, misappropriate confidential customer, supplier, employee or other business or personal information, including company intellectual property. Third parties could also gain control of company systems and use them for criminal purposes. Depending on their nature and scope, such threats could result in the loss of existing customers, difficulty in attracting new customers, exposure to claims from customers, governmental or data privacy or data protection authorities, financial institutions, payment card associations, employees and other persons, imposition of regulatory sanctions or penalties, incurring of additional expenses or lost revenues, or other adverse consequences, any of which could have a material adverse effect on the company's business and results of operations.
Any major disruption or failure of the company’s information technology systems, or its failure to successfully implement new technology effectively, could adversely affect the company’s business and operations.

The company relies on various information technology systems to manage its operations. The company recently outsourced substantially all of its information technology services to Birlasoft Solutions, Inc. Over the next several years, the company expects Birlasoft to implement modifications and upgrades to the company's systems, including making changes to legacy systems, replacing legacy systems with successor systems with new functionality and acquiring new systems with new functionality. For example, over the next several years, the company plans to implement with the assistance of Birlasoft a new enterprise resource planning ("ERP") system across the company. These activities subject the company to inherent risks associated with replacing and upgrading these systems, including impairment of its ability to fulfill customer orders, potential disruption of its internal control structure, additional administration and operating expenses, reliance on Birlasoft providing sufficiently skilled personnel to implement and operate the new systems, demands on management time, and other risks and costs of delays or difficulties in transitioning to new or upgraded systems or of integrating new or upgraded systems into the company’s current systems. The company’s system implementations may not result in productivity improvements at a level that outweighs the risks and burdens of implementation, or at all. In addition, the difficulties with implementing new or upgraded technology systems may cause disruptions in its business operations and have an adverse effect on its business and operations, if not anticipated and appropriately mitigated.





 
As the company outsources functions, it becomes more dependent on the entities performing those functions. Disruptions or delays at the company’s third-party service providers could adversely impact its operations.

As part of its transformation strategy, the company has sought opportunities to provide essential business services in a more cost-effective manner. In some cases, this results in the outsourcing of functions or parts of functions that can be performed more effectively by external service providers. For example, the company recently outsourced a significant portion of its information technology functions to Birlasoft Solutions Inc. While the company believes it conducts appropriate diligence before entering into agreements with any outsourcing entity, the failure of one or more of such entities to meet the company’s performance standards and expectations, including with respect to service levels, data security, compliance with data protection and privacy laws, providing services on a timely basis or providing services at the prices the company expects, may have an adverse effect on the company’s results of operations or financial condition. In addition, the company could face increased costs or disruption associated with finding replacement vendors or hiring new employees in order to return these services in-house. The company may outsource other functions in the future, which would increase its reliance on third parties.

IT Governance, Project Management and Contract Management competencies are critical to the company’s success in driving its significant cost improvement and transformation projects to achieve consistent and sustainable profitable growth.

The company is implementing it multi-year transformation strategy which involves projects focused on streamlining the company’s supply chain and operations infrastructure, upgrading and modernizing its information technology capabilities and implementation of new ERP systems in conjunction with its third-party outsourcing service provider. In addition, the company has outsourced certain key functions to third-party service providers and may continue to do so in the future. The success of these activities is dependent on the company’s ability to maintain an adequate IT governance management structure and adequate capabilities in project management and contract management functions. Despite its efforts to build and maintain these capabilities, the company could have inadequate skills, personnel, management skills, or processes necessary to successfully implement the programs and projects necessary to successfully transform the business and achieve the intended operating efficiencies and cost reductions from such programs and projects.




16

 
Part I
 
 
Item 1A. Risk Factors
 
 
 


The company is dependent upon its processes and procedures to ensure essential operational functions can continue during events that disrupt normal operations.

A major natural or manmade disaster such as terrorist attack, fire, hurricane, tornado, earthquake, or flood could cause damage to the company or key supplier facilities, limiting the company's ability to sustain operations. The damage could result in an inability to meet customer demands resulting in the loss of associated sales and profits, and in property losses in excess of insurance coverage. While the company has put in place procedures to ensure essential functions continue in the event of a crisis, there is no guarantee that its procedures will be adequate or sufficient to handle a given unforeseen event.

The inability to attract and retain, or loss of the services of, the company's key management and personnel could adversely affect its ability to operate the company's business.

The company's future success will depend, in part, upon the continued service of key managerial, engineering, marketing, sales and technical and operational personnel. In addition, the company's future success will depend on its ability to continue to attract and retain other highly qualified personnel, including personnel experienced in sales, marketing and manufacturing of medical equipment and in quality systems and regulatory affairs. If the company is not successful in retaining its current personnel or in hiring or retaining qualified personnel in the future, the company's business may be adversely affected. The company's future success depends, to a significant extent, on the abilities and efforts of its executive officers and other members of its management team, such as the company's Chairman, President and Chief Executive Officer and its Senior Vice President and Chief Financial Officer, as well as other members of its management team. The company had significant turnover in personnel in recent years and cannot be certain it can adequately recruit, hire and retain replacement personnel or that its executive officers and other key employees will continue in their respective capacities for any period of time, and these employees may be difficult to replace. If the company loses the services of any of its management team, the company's business may be adversely affected.

The company is subject to certain risks inherent in managing and operating businesses in many different foreign jurisdictions.

The company has significant international operations, including operations in Australia, Canada, New Zealand, Mexico, Asia (primarily China) and Europe. There are risks inherent in operating and selling products internationally, including:

 
different regulatory environments and reimbursement systems;
difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
foreign customers who may have longer payment cycles than customers in the United States;
fluctuations in foreign currency exchange rates;
tax rates in certain foreign countries that may exceed those in the United States and foreign earnings that may be subject to withholding requirements;
the imposition of tariffs, exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another country;
potential adverse changes in trade agreements between the United States and foreign countries, including the North America Free Trade Agreement (NAFTA) among the United States, Canada and Mexico;
potential adverse changes in economic and political conditions in countries where the company operates or where end-users of the company's products reside, or in their diplomatic relations with the United States;
government control of capital transactions, including the borrowing of funds for operations or the expatriation of cash;
potential adverse tax consequences, including those that may result from new United States tax laws, rules, regulations or policies;
security concerns and potential business interruption risks associated with political and/or social unrest, or public health crisis, in foreign countries where the company's facilities or assets are located;
difficulties associated with managing a large organization spread throughout various countries;
difficulties in enforcing intellectual property rights and weaker intellectual property rights protection in some countries;
required compliance with a variety of foreign laws and regulations; and
differing consumer product preferences.
The factors described above also could disrupt the company's product manufacturing and assembling operations or its key suppliers located outside of the United States or increase the cost to the company of conducting those operations or using those suppliers. For example, the company relies on its manufacturing and sourcing operations in Mexico and China to produce its products, and the strain of coronavirus that surfaced in Wuhan, China has resulted in interruptions in production in China. Disruptions in, or

17

Part I
 
Item 1A. Risk Factors
 
 
 
 
 

increased costs related to, the company's foreign operations, particularly those in Mexico or China, may impact the company's revenues and profitability.
If the company's products are not included within an adequate number of customer formularies, or if pricing policies otherwise favor other products, the company's market share and gross margin could be negatively affected.

Many of the medical equipment and home health care providers to whom the company sells its products negotiate the price of products and develop formularies which establish pricing and reimbursement levels. Many of these providers also compensate their sales personnel based on the formulary position of the products they sell. Exclusion of a product from a formulary, unfavorable positioning of a product within a formulary, or lower compensation levels for customer sales personnel associated with the products can lead to such product's sharply reduced usage in the provider's patient population. If the company's products are not included, or favorably positioned, within an adequate number of formularies, or if the pricing policies or sales compensation programs of providers otherwise favor other products, the company's sales revenues, market share and gross margin could be negatively affected, which could have a material adverse effect on the company's results of operations and financial condition.

The industry in which the company operates is highly competitive and some of the company's competitors may have greater financial resources, a more effective market strategy or better strategic execution.

The home medical equipment market is highly competitive and the company's products face significant competition from other well-established manufacturers or potential new market entrants. Reduced government reimbursement levels and changes in reimbursement policies, such as the National Competitive Bidding program implemented in the U.S. by CMS, may drive competitors, particularly those that have greater financial resources than the company's, to offer drastically reduced pricing terms in an effort to take market share from the company or secure government acceptance of their products and pricing. New or disruptive products which compete with the company's products may be introduced in the market or may find higher level or customer acceptance than the company's products. Any increase in competition may cause the company to lose market share or compel the company to reduce prices to remain competitive, which could have a material adverse effect on the company's results of operations. The company's failure to recognize changing market demands or a failure to develop or execute a strategy to meet such changes could also result in a material adverse effect on the company's results of operations.

 
The consolidation of health care customers and the company's competitors could result in a loss of customers or in additional competitive pricing pressures.

Numerous initiatives and reforms instituted by legislators, regulators and third-party payors to reduce home medical equipment costs have caused pricing pressures which have resulted in a consolidation trend in the home medical equipment industry as well as among the company's customers, including home health care providers. In the past, some of the company's competitors, which may include distributors, have been lowering the purchase prices of their products in an effort to attract customers. This in turn has resulted in greater pricing pressures, including pressure to offer customers more competitive pricing terms, exclusion of products from or unfavorable position on provider formularies and the exclusion of certain suppliers from important market segments as group purchasing organizations, independent delivery networks and large single accounts continue to consolidate purchasing decisions for some of the company's customers. Further consolidation could result in a loss of customers, increased collectability risks, or increased competitive pricing pressures. In addition, as reimbursement pressures persist in the U.S. market, some customers directly source their own lifestyle products to secure a low-cost advantage.

The company's business strategy relies on certain assumptions concerning demographic trends that impact the market for its products. If these assumptions prove to be incorrect, demand for the company's products may be lower than expected.

The company's ability to achieve its business objectives is subject to a variety of factors, including the relative increase in the aging of the general population. The company believes that these trends will increase the need for its products. The projected demand for the company's products could materially differ from actual demand if the company's assumptions regarding these trends and acceptance of its products by health care professionals and patients prove to be incorrect or do not materialize. If the company's assumptions regarding these factors prove to be incorrect, the company may not be able to successfully implement the company's business strategy, which could adversely affect the company's results of operations. In addition, the perceived benefits of these trends may be offset by competitive or business factors, such as the introduction of new products by the company's competitors or the emergence of other countervailing trends, including lower reimbursement and pricing.






18

 
Part I
 
 
Item 1A. Risk Factors
 
 
 


The adoption of healthcare reform and other legislative developments in the U.S. may adversely affect the company's business, results of operations and/or financial condition.

The U.S. Affordable Care Act enacted in 2010 includes provisions intended to expand access to health insurance coverage, improve the quality and reduce the costs of healthcare over time. Further U.S. healthcare reform may be implemented in the future.

The Affordable Care Act and any potential future healthcare reform legislation along with the programs implemented by such laws may reduce reimbursements for the company's products, may impact the demand for the company's products and may impact the prices at which the company sells its products. In addition, various healthcare programs and regulations may be ultimately implemented at the federal or state level. Such changes could have a material adverse effect on the company's business, results of operations and/or financial condition.

Changes in government and other third-party payor reimbursement levels and practices have negatively impacted and could continue to negatively impact the company's revenues and profitability.

The company's products are sold primarily through a network of medical equipment and home health care providers, extended care facilities and other providers such as various government-provider agencies throughout the world. Many of these providers (the company's customers) are reimbursed for the products and services provided to their customers and patients by third-party payors, such as government programs, including Medicare and Medicaid, private insurance plans and managed care programs. Most of these programs set maximum reimbursement levels for some of the products sold by the company in the United States and abroad. If third-party payors deny coverage, make the reimbursement process or documentation requirements more uncertain or reduce their levels of reimbursement, or if the company is unable to reduce its costs of production to keep pace with decreases in reimbursement levels, the company may be unable to sell the affected product(s) through its distribution channels on a profitable basis.

Reduced government reimbursement levels and changes in reimbursement policies have in the past added, and could continue to add, significant pressure to the company's revenues and profitability. For example, the National Competitive Bidding, or “NCB”, program introduced by CMS beginning in January 2011 has had the effect of substantially reducing reimbursement and payment rates for medical equipment and supplies by Medicare. The reduced reimbursement and payment rates have, in some cases, prompted customers to consider lower-priced alternatives to the company's products and compelled the
 
company to reduce prices on certain products, which has negatively impacted the company's revenues and profitability. In November 2018, CMS announced a suspension of NCB for approximately two years while changes to the program structure are implemented. The changes are expected to result in significant modifications to reimbursement and payment rates. The potential impact of these modifications is uncertain and may further negatively impact the company's revenues and profitability. See “Item 1. Business -Government Regulation-National Competitive Bidding.”

Similar trends and concerns are occurring in state Medicaid programs. These recent changes to reimbursement policies, and any additional unfavorable reimbursement policies or budgetary cuts that may be adopted in the future, could adversely affect the demand for the company's products by customers who depend on reimbursement from the government-funded programs. The percentage of the company's overall sales that are dependent on Medicare or other insurance programs may increase as the portion of the U.S. population over age 65 continues to grow, making the company more vulnerable to reimbursement level reductions by these organizations. Reduced government reimbursement levels also could result in reduced private payor reimbursement levels because some third-party payors index their reimbursement schedules to Medicare fee schedules. Reductions in reimbursement levels also may affect the profitability of the company's customers and ultimately force some customers without strong financial resources to become unable to pay their bills as they come due or go out of business. The reimbursement reductions may prove to be so dramatic that some of the company's customers may not be able to adapt quickly enough to survive. The company is one of the industry's significant creditors and an increase in bankruptcies or financial weakness in the company's customer base could have an adverse effect on the company's financial results.

Outside the U.S., reimbursement systems vary significantly by country. Many foreign markets have government-managed health care systems that govern reimbursement for home health care products. The ability of hospitals and other providers supported by such systems to purchase the company's products is dependent, in part, upon public budgetary constraints. Various countries have tightened reimbursement rates and other countries may follow. If adequate levels of reimbursement from third-party payors outside of the U.S. are not obtained, international sales of the company's products may decline, which could adversely affect the company's net sales.

The impact of all the above is uncertain and could have a material adverse effect on the company's business, financial condition, liquidity and results of operations.


19

Part I
 
Item 1A. Risk Factors
 
 
 
 
 

The company is subject to a consent decree of injunction ("consent decree") with the U.S. Food and Drug Administration (“FDA”), the effects of which have been, and continue to be, costly to the company and could result in continued adverse consequences to the company's business.

In December 2012, the company became 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. 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 take place at the impacted Elyria facilities and (iii) replacement, service and repair of products already in use from the Taylor Street manufacturing facility. Under the terms of the consent decree, in order to resume full operations, the company had to successfully complete independent, third-party expert certification audits at the impacted Elyria facilities, comprising three distinct certification reports separately submitted to, and accepted by, FDA; submit its own report to the FDA; and successfully complete a reinspection by FDA of the company's Corporate and Taylor Street facilities.

On July 24, 2017, following its reinspection, FDA notified the company that it was in substantial compliance with the QSR and the Federal Food, Cosmetic & Drug Act (The FDA Act), FDA regulations and the terms of the consent decree 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 a minimum of five years from July 24, 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, 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 also has the authority to order the company to take a wide variety of remedial actions if the FDA finds that the company is not in compliance with the consent decree or FDA regulations. The FDA also has authority under the consent decree to assess liquidated damages for any violations of the consent decree, FDA regulations or the FDA Act. Any such failure by the company to comply with the consent decree, the FDA Act or FDA regulations, or any need to complete significant remediation as a result of any such audits or inspections, or actions taken by the FDA as a result of any such failure to comply, could have a material adverse effect
 
on the company's business, financial condition, liquidity or results of operations.

The limitations previously imposed by the FDA consent decree negatively affected net sales in the North America segment and, to a certain extent, the Asia Pacific region beginning in 2012. The limitations led to delays in new product introductions. Further, uncertainty regarding how long the limitations would be in effect limited the company's ability to renegotiate and bid on certain customer contracts and otherwise led to a decline in customer orders.

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 the North America segment and Asia Pacific region has been considerable, and 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. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Any failure by the company to comply with medical device regulatory requirements or receive regulatory clearance or approval for the company's products or operations in the United States or abroad could adversely affect the company's business.

The company's medical devices are subject to extensive regulation in the United States by FDA, and by similar governmental authorities in the foreign countries where the company does business. FDA regulates virtually all aspects of a medical device's development, testing, manufacturing, labeling, promotion, distribution and marketing. In addition, the company is required to file reports with FDA if the company's products may have caused, or contributed to, a death or serious injury, or if they malfunction and would be likely to cause, or contribute to, a death or serious injury if the malfunction were to recur. In general, unless an exemption applies, the company's mobility and respiratory therapy products must receive a pre-market clearance from FDA before they can be marketed in the United States. FDA also regulates the export of medical devices to foreign countries. The company cannot be assured that any of the company's devices, to the extent required, will be cleared by FDA through the pre-market clearance process or that FDA will provide export certificates that are necessary to export certain of the company's products for sale in certain foreign countries. If the company is unable to obtain export certificates for its products, it will limit the company's ability to support foreign markets with such products, which may have an adverse impact on the company's business and results of operations.

20

 
Part I
 
 
Item 1A. Risk Factors
 
 
 


Additionally, the company is required to obtain pre-market clearances to market modifications to the company's existing products or market its existing products for new indications. FDA requires device manufacturers themselves to make and document a determination as to whether a modification requires a new clearance; however, FDA can review and disagree with a manufacturer's decision. The company may not be successful in receiving clearances in the future or FDA may not agree with the company's decisions not to seek clearances for any particular device modification. FDA may require a clearance for any past or future modification or a new indication for the company's existing products. Such submissions may require the submission of additional data and may be time consuming and costly, and ultimately, may not be cleared by FDA.

If FDA requires the company to obtain pre-market clearances for any modification to a previously cleared device, the company may be required to cease manufacturing and marketing the modified device or to recall the modified device until the company obtains FDA clearance, and the company may be subject to significant regulatory fines or penalties. In addition, FDA may not clear these submissions in a timely manner, if at all. FDA also may change its policies, adopt additional regulations or revise existing regulations, each of which could prevent or delay pre-market clearance of the company's devices, or could impact the company's ability to market a device that was previously cleared. Any of the foregoing could adversely affect the company's business.

Any failure by the company to comply with the regulatory requirements of FDA and other applicable U.S. regulatory requirements may subject the company to administrative or judicially imposed sanctions. These sanctions include warning letters, civil penalties, criminal penalties, injunctions, consent decrees, product seizure or detention, product recalls and total or partial suspension of production, any of which could materially adversely affect the company's business, financial condition, liquidity and results of operations.

As part of its regulatory function, FDA routinely inspects the facilities of medical device companies and 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 operational facilities and may do so repeatedly. The results of regulatory claims, proceedings or investigations are difficult to predict. An unfavorable resolution or outcome of any matter that may arise out of any FDA inspection of the company's facilities, could materially and adversely affect the company's business, financial condition, liquidity and results of operations.

 
In many of the foreign countries in which the company manufactures or markets its products, the company is subject to extensive medical device regulations that are similar to those of FDA, including those in Europe. The regulation of the company's products in Europe falls primarily within the European Economic Area, which consists of the European Union member states, as well as Iceland, Liechtenstein and Norway. Only medical devices that comply with certain conformity requirements of the Medical Device Directive ("MDD") are allowed to be marketed within the European Economic Area. The company's products will be required to comply with the European Medical Device Regulation ("MDR"), for class I products by May 2020, and for class II products by the expiring of their current MDD certification which will begin to expire in 2022. Products that fail to be certified with the MDR may not be marketed or sold in the European Union. In addition, the national health or social security organizations of certain foreign countries, including those outside Europe, require the company's products to be qualified before they can be marketed in those countries. Failure to receive, or delays in the receipt of, relevant foreign qualifications in the European Economic Area or other foreign countries could have a material adverse effect on the company's business.

The impact of the United Kingdom ("UK") exiting the European Union (the "EU") known as "Brexit" may adversely affect the company's business, results of operations and/or financial condition.

The UK exited the European Union on January 31, 2020 and started a 11-month transition plan. During the transition, the UK effectively remains in the EU's customs union and single market and continues to obey EU rules; however, it is no longer part of the EU political institutions. The company markets all of its main products in the UK, has contracts with the U.K. government and manufactures mattresses, seating and upholstery products in the UK. Due to Brexit, the company will likely need to re-register products with the Medical and Healthcare Products Regulatory Agency ("MHRA") and make labeling and other changes for products delivered from the UK into the EU. Brexit poses supply chain risks as the company will need to make various changes, including changes to transportation documentation. Brexit may increase the company's foreign exchange risk should the exchange rates between the British Pound and other currencies such as the U.S. Dollar and Euro materially change. The company will work to mitigate any and all such risks associated with Brexit but there is no assurance that its efforts will be entirely successful. If the company's mitigation efforts are not sufficient, the company's financial results could be adversely affected.





21

Part I
 
Item 1A. Risk Factors
 
 
 
 
 

Being in the health care industry, the company is subject to extensive government regulation, and if the company fails to comply with applicable health care laws or regulations, the company could suffer severe civil or criminal sanctions or may be required to make significant changes to the company's operations that could have a material adverse effect on the company's results of operations.

The company sells its products principally to medical equipment and home health care providers who resell or rent those products to consumers. Many of those providers (the company's customers) are reimbursed by third-party payors, including Medicare and Medicaid, for the company products sold to their customers and patients. The U.S. federal government and the governments in the states and other countries in which the company operates regulate many aspects of the company's business and the business of the company's customers. As a part of the health care industry, the company and its customers are 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 and other practices of health care suppliers and manufacturers are all subject to government scrutiny. Government agencies periodically open investigations and obtain information from health care suppliers and manufacturers pursuant to the legal process. Violations of law or regulations can result in severe administrative, civil and criminal penalties and sanctions, including disqualification from Medicare and other reimbursement programs, which could have a material adverse effect on the company's business. While the company has established numerous policies and procedures to address compliance with these laws and regulations, there can be no assurance that the company's efforts will be effective to prevent a material adverse effect on the company's business from noncompliance issues.

Health care is an area of rapid regulatory change. Changes in the law and new interpretations of existing laws may affect permissible activities, the costs associated with doing business, and reimbursement amounts paid by federal, state and other third-party payors, all of which may affect the company and its customers. The company cannot predict the future of federal, state and local regulation or legislation, including Medicare and Medicaid statutes and regulations, or possible changes in health care policies in any country in which the company conducts business. Future legislation and regulatory changes could have a material adverse effect on the company's business.




 
The terms of the company's debt facilities and financing arrangements may limit the company's flexibility in operating its business.

The company's credit agreement provides the company and certain of the company's U.S., Canadian, U.K. and French subsidiaries with the ability to borrow under senior secured revolving credit, letter of credit and swing line loan facilities. The aggregate borrowing availability under the credit facilities is determined based on borrowing base formulas set forth in the credit agreement. The credit facilities are secured by substantially all the company's domestic and Canadian assets, other than real estate, and by substantially all the personal property assets of the company's U.K. subsidiaries and all of the receivables of the company's French subsidiaries. The credit agreement contains customary default provisions, with certain grace periods and exceptions, 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 ten consecutive days.

The restrictive terms of the company's credit agreement may limit the company's ability to conduct and expand its business and pursue its business strategies. The company's ability to comply with the provisions of its credit agreements can be affected by events beyond its control, including changes in general economic and business conditions, or by government enforcement actions, such as, for example, adverse impacts from the FDA consent decree of injunction. If the company is unable to comply with the provisions in the credit agreement, it could result in a default which could trigger acceleration of, or the right to accelerate, the related debt. Because of cross-default provisions in its agreements and instruments governing certain of the company's indebtedness, a default under the credit agreement could result in a default under, and the acceleration of, certain other company indebtedness. In addition, the company's lenders would be entitled to proceed against the collateral securing the indebtedness.

The company's ability to meet its liquidity needs will depend on many factors, including the operating performance of the business, as well as the company's continued compliance with the covenants under its credit agreement. Notwithstanding the company's expectations, if the company's operating results decline, the company may be unable to comply with the financial covenants, and its lenders could demand repayment of the amounts outstanding under the company's credit facility.





22

 
Part I
 
 
Item 1A. Risk Factors
 
 
 


The company also has an agreement with De Lage Landen, Inc. (“DLL”), a third-party financing company, to provide 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 the credit agreement could increase.

The company's leverage and debt obligations could adversely affect its financial condition, limit its ability to raise additional capital to fund its operations, impact the way it operates its business and prevent it from fulfilling its debt service obligations.

The company has significant outstanding indebtedness. As of December 31, 2019, the company had outstanding $61,091,000 aggregate principal amount of 5.00% Convertible Senior Notes that mature in February 2021 (the “2021 Notes”), $120,000,000 aggregate principal amount of 4.50% Convertible Senior Notes that mature in June 2022 (the “2022 Notes”) and $72,909,000 aggregate principal amount of 5.00% Convertible Senior Notes that mature in November 2024 (the “2024 Notes”) and was party to an Amended and Restated Credit Agreement providing for asset-based lending senior secured revolving credit facilities which mature in January 2021.

The company's indebtedness could have important negative consequences, including:

reduced availability of cash for the company's operations and other business activities after satisfying interest payments and other requirements under the terms of its debt instruments;
less flexibility to plan for or react to competitive challenges, and suffer a competitive disadvantage relative to competitors that do not have as much indebtedness;
difficulty in obtaining additional financing in the future;
inability to comply with covenants in, and potential for default under, the company's debt instruments; and
challenges to refinancing any of the company's debt.

The company’s ability to satisfy its debt obligations will depend principally upon its future operating performance. As a result, prevailing economic conditions and financial, business, legal and regulatory and other factors, many of which are beyond the company’s control, may affect its ability to make payments on its debt. If it does not generate sufficient cash flow to satisfy its debt obligations, the company may have to undertake alternative financing plans, such as refinancing or restructuring its debt, selling assets, seeking additional capital or reducing or delaying capital investments. The company’s ability to restructure or refinance its debt will depend on the capital markets and the company’s financial condition at the time. Restructuring or refinancing
 
indebtedness could require the company to issue additional debt, pay additional fees and interest, issue potentially dilutive additional equity, further encumber certain of the company’s assets, agree to covenants that could restrict its future operations and pay related transaction fees and expenses. Any such measures would require agreements with counterparties, including potentially the company’s existing creditors, and may not be successful on attractive terms or otherwise. Whether or not successful, any such measures may have a negative impact on the company’s financial condition and results of operations, including on the market price of the company’s common stock and debt securities.

See Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.”

The company may not be able to repay or refinance the 2021 Notes, 2022 Notes or 2024 Notes, and the issuance of common shares upon conversion of the 2021, 2022 or 2024 Notes could cause dilution to the company's existing shareholders.

As of December 31, 2019, the company had outstanding $61,091,000, $120,000,000 and $72,909,000 aggregate principal amount of its 2021 Notes, 2022 Notes and its 2024 Notes, respectively. Prior to the close of business on the business day immediately preceding August 15, 2020 (with respect to the 2021 Notes) and prior to the close of business on the business day immediately preceding December 1, 2021 (with respect to the 2022 Notes) and prior to the close of business on the business day preceding May 15, 2024 (with respect to the 2024 Notes), the notes will be convertible only upon satisfaction of certain conditions. Holders may convert their 2021 Notes at their option at any time after August 15, 2020 until the close of business on the second scheduled trading day immediately prior to February 15, 2021, holders may convert their 2022 Notes at their option at any time after December 1, 2021 until the close of business on the second scheduled trading day immediately preceding June 1, 2022 and holders may convert their 2024 Notes at their option at any time after May 15, 2024 until the close of business on the second scheduled trading day immediately preceding November 15, 2024.

Any use of cash upon conversion or maturity of the notes could adversely affect the company’s liquidity, and the company may not have enough available cash or be able to obtain financing at the time it is required to pay cash in settlement of notes being converted or maturing. Furthermore, the company may seek to refinance the 2021 Notes, the 2022 Notes and/or the 2024 Notes prior to maturity, and there is no assurance that the company will be able to do so on attractive terms or at all.



23

Part I
 
Item 1A. Risk Factors
 
 
 
 
 

The company may settle conversions of the notes by paying or delivering, as the case may be, cash, common shares, or a combination of cash and common shares, at the company's election. If any such conversions occur and the company has authority, and so elects, to settle some or all of the converted notes in common shares, the number of shares issued could be significant and such an issuance could cause dilution to the interests of the existing shareholders.

The company's 2021 Notes, 2022 Notes and 2024 Notes have certain fundamental change and conditional conversion features which, if triggered, may adversely affect the company's financial condition.

If a fundamental change occurs under the company's 2021 Notes, 2022 Notes or its 2024 Notes, the holders of the notes may require the company to purchase for cash any or all of the notes. However, there can be no assurance that the company will have sufficient funds at the time of the fundamental change to purchase all of the notes delivered for purchase, and it may not be able to arrange necessary financing on acceptable terms, if at all. Likewise, if one of the conversion contingencies of the notes is triggered, holders of notes will be entitled to convert the notes at any time during specified periods. If the company desires to settle any portion of any converted notes through the payment of cash, there can be no assurance that it will have sufficient funds to purchase all of the notes delivered for purchase, and the company may not be able to arrange necessary financing on acceptable terms, if at all. If the company elects to settle any converted notes through the issuance of common shares, it would have a dilutive effect on shareholders’ interests.

If a fundamental change occurs under the company's 2021 Notes or 2022 Notes, the company may have to settle the open convertible note warrant transactions with the respective counterparties, which may require the company to issue common shares to the counterparty, which would have a dilutive effect on shareholders’ interests, or to make cash payments to the counterparty, and there can be no assurance that the company will have sufficient funds to do so.

In addition, whether following a fundamental change or otherwise, the counterparties to the company’s convertible note hedge and warrant transactions or their respective affiliates may modify their initial hedge positions by entering into or unwinding various derivatives contracts with respect to the company’s common shares and/or purchasing or selling common shares or other securities of the company in secondary market transactions prior to the maturity of the notes. This activity could cause or avoid a significant change in the market price of the company’s common shares.




 
Decreased availability or increased costs of materials could increase the company's costs of producing its products.

The company purchases raw materials, fabricated components, some finished goods and services from a variety of suppliers. Raw materials such as plastics, steel and aluminum are considered key raw materials. Where appropriate, the company employs contracts with its suppliers, both domestic and international. From time to time, however, the prices, availability, or quality of these materials fluctuate due to global market demands, import duties and tariffs, delays or interruptions in production or delivery, including events such as the coronavirus outbreak, or economic conditions, which could impair the company's ability to procure necessary materials or increase the cost of these materials. Inflationary and other increases in costs of these materials have occurred in the past and may recur from time to time. In addition, freight costs associated with shipping and receiving product and sales are impacted by fluctuations in the cost of oil and gas. A reduction in the supply or increase in the cost or change in quality of those materials could impact the company's ability to manufacture its products and could increase the cost of production, which could negatively impact the company's revenues and profitability. For example, the tariffs on steel and aluminum on a wide range of products and components imported from China imposed by the U.S. as well as material cost increases imposed by domestic suppliers influenced by the tariffs, have had, and may continue to have, a significant adverse effect on the company's cost of product. The company is attempting to mitigate the adverse impacts of these tariffs, through identifying long-term alternative supply chain opportunities and other actions. The company's actions to date have greatly reduced the impact of tariffs. However, if the company is unsuccessful in mitigating the impact of tariffs in the future, its revenues, profitability and results of operations may continue to be adversely affected.

The company's ability to manage an effective supply chain is a key success factor.

The company needs to manage its supply chain efficiently from sourcing to manufacturing and distribution. Successful supply chain management is based on building strong supplier relationships, built on conforming, quality products delivered on-time and at a fair price and operating efficiency. Cost reduction efforts depend on the company's execution of global and regional product platforms that create leverage in sourcing. If the company's supply chain management or cost reduction optimization efforts are ineffective, or if the supply chain is adversely effected by disruption due to shortages, trade barriers or other factors, such as the coronavirus pandemic, the company's revenues and profitability can be negatively impacted.


24

 
Part I
 
 
Item 1A. Risk Factors
 
 
 


The company's success depends on the company's ability to design, manufacture, distribute and achieve market acceptance of new products with higher functionality and lower costs.

The company sells products to customers primarily in markets that are characterized by technological change, product innovation and evolving industry standards, yet in which product price is increasingly a primary consideration in customers' purchasing decisions.

The company must continue to design and improve innovative products, effectively distribute and achieve market acceptance of those products, and reduce the costs of producing the company's products, in order to compete successfully with the company's competitors and to differentiate the company's brands from its competitors. If competitors' product development capabilities become more effective than the company's product development capabilities, if competitors' new or improved products are accepted by the market before the company's products or if competitors can produce products at a lower cost and thus offer products for sale at a lower price, the company's business, financial condition and results of operation could be adversely affected.

Lower cost imports could negatively impact the company's profitability.

Competition from lower cost imports sourced from low cost countries, such as countries in Asia, may negatively impact the company's sales volumes. In the past, competition from certain of these products has caused the company to lower its prices, cutting into the company's profit margins and reducing the company's overall profitability.

The company may be adversely affected by legal actions or regulatory proceedings.

In addition to the risks associated with the impact of the FDA consent decree, the company may be subject to claims, litigation, governmental or regulatory investigations, or other liabilities as a result of injuries caused by allegedly defective products, or disputes arising out of dispositions the company has completed or relating to the company's intellectual property. Any such claims or litigation against the company, regardless of the merits, could result in substantial costs and could harm the company's business or its reputation.

The results of legal or regulatory actions or regulatory proceedings are difficult to predict, and the company cannot provide any assurance that an action or proceeding will not be commenced against the company, or that the company will prevail in any such action or proceeding. An unfavorable resolution of any legal action or proceeding could materially and adversely affect the company's business, results of operations, liquidity or financial condition or its reputation.
 
Product liability claims may harm the company's business, particularly if the number of claims increases significantly or the company's product liability insurance proves inadequate.

The manufacture and sale of medical devices and related products exposes the company to a significant risk of product liability claims. From time to time, the company has been, and currently is, subject to a number of product liability claims alleging that the use of the company's products has resulted in serious injury or even death.

Even if the company is successful in defending against any liability claims, these claims could nevertheless distract the company's management, result in substantial costs, harm the company's reputation, adversely affect the sales of all the company's products and otherwise harm the company's business. If there is a significant increase in the number of product liability claims, the company's business could be adversely affected.

The company is self-insured in North America for product liability exposures through its captive insurance company, Invatection Insurance Company, which currently has a policy year that runs from September 1 to August 31 and insures annual policy losses up to $10,000,000 per occurrence and $13,000,000 in the aggregate. The company also has additional layers of external insurance coverage, related to all lines of insurance coverage, insuring up to $75,000,000 in aggregate losses per policy year arising from individual claims anywhere in the world that exceed the captive insurance company policy limits or the limits of the company's per country foreign liability limits, as applicable. 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 actuarial valuations at the time such valuations are conducted. Historical claims experience and other assumptions are taken into consideration to estimate the ultimate reserves. For example, the actuarial analysis assumes that historical loss experience is an indicator of future experience, that 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 awards and settlements on claims. While actuarial analysis is used to help determine adequate reserves, the company is responsible for the determination and recording of adequate reserves in accordance with accepted loss reserving standards and

25

Part I
 
Item 1A. Risk Factors
 
 
 
 
 

practices. If the company's reserves are not adequate to cover actual claims experience, the company's financial results could be adversely affected.

In addition, as a result of a product liability claim or if the company's products are alleged to be defective, the company may have to recall some of its products, may have to incur significant costs or may suffer harm to its business reputation.

The company's products may be subject to recalls, which could be costly and harm the company's reputation and business.

The company is subject to ongoing medical device reporting regulations that require the company to report to FDA or similar governmental authorities in other countries if the company's products cause, or contribute to, death or serious injury, or if they malfunction and would be likely to cause, or contribute to, death or serious injury if the malfunction were to recur. If a deficiency, defect in design or manufacturing or defect in labeling is discovered, the company may voluntarily elect to recall or correct the company's products. In addition, FDA and similar regulatory authorities in other countries could force the company to do a field correction or recall the company's products in the event of material deficiencies or defects in design or manufacturing. A government mandated or voluntary recall or field correction by the company could occur for various reasons, such as component failures, manufacturing errors or design defects, including defects in labeling. Any recall or field correction could divert managerial and financial resources and could harm the company's reputation with its customers, product users and the health care professionals that use, prescribe and recommend the company's products. The company could have product recalls or field actions that result in significant costs to the company in the future, and these actions could have a material adverse effect on the company's business.

The company's operating results and financial condition could be adversely affected if the company becomes involved in litigation regarding its patents or other intellectual property rights.

Litigation involving patents and other intellectual property rights is common in the company's industry, and other companies within the company's industry have used intellectual property litigation in an attempt to gain a competitive advantage. The company in the past has been, and in the future may become, a party to lawsuits involving patents or other intellectual property. If the company were to receive an adverse judgment in any such proceeding, a court or a similar foreign governing body could invalidate or render unenforceable the company's owned or licensed patents, require the company to pay significant damages, seek licenses and/or pay ongoing royalties to third parties, require
 
the company to redesign its products, or prevent the company from manufacturing, using or selling its products, any of which could have an adverse effect on the company's results of operations and financial condition. The company in the past has brought, and may in the future also bring, actions against third parties for infringement of the company's intellectual property rights. The company may not succeed in these actions. The defense and prosecution of intellectual property suits, proceedings before the U.S. Patent and Trademark Office or its foreign equivalents and related legal and administrative proceedings are both costly and time consuming. Protracted litigation to defend or prosecute the company's intellectual property rights could seriously detract from the time the company's management would otherwise devote to running its business. Intellectual property litigation relating to the company's products could cause its customers or potential customers to defer or limit their purchase or use of the affected products until resolution of the litigation.

The company's research and development and manufacturing processes are subject to federal, state and local requirements.

The company's research and development and manufacturing processes are subject to federal, state and local requirements, including requirements governing the discharge of pollutants into the air or water, the use, handling, storage and disposal of hazardous substances and the responsibility to investigate and clean up contaminated sites. Under some of these laws, the company also could be held responsible for costs relating to any contamination at the company's past or present facilities and at third-party waste disposal sites. These could include costs relating to contamination that did not result from any violation of law and, in some circumstances, contamination that the company did not cause. The company may incur significant expenses relating to the failure to comply with environmental laws. The enactment of stricter laws or regulations, the stricter interpretation of existing laws and regulations or the requirement to undertake the investigation or remediation of currently unknown environmental contamination at the company's own or third-party sites may require the company to make additional expenditures, which could be material.

If the company is unable to protect its intellectual property rights or resolve successfully claims of infringement brought against it, the company's product sales and business could be affected adversely.

The company's business depends in part on its ability to establish, protect, safeguard and enforce its intellectual property and contractual rights and to defend against any claims of infringement, both of which involve complex legal, factual and marketplace uncertainties. The company relies on a combination of patent, trade secret, copyright and trademark law and security measures to protect its intellectual property, but effective intellectual property protection may

26

 
Part I
 
 
Item 1A. Risk Factors
 
 
 


not be available in all places that the company sells its products or services, particularly in certain foreign jurisdictions, and patents provide protection for finite time periods. In addition, the company uses nondisclosure, confidentiality agreements and invention assignment agreements with many of its employees, and nondisclosure and confidentiality agreements with certain third parties, in an effort to help protect its proprietary technology and know-how. If these agreements are breached or the company's intellectual property is otherwise infringed, misappropriated or violated, the company may have to rely on litigation to enforce its intellectual property rights. If any of these measures are unsuccessful in protecting the company's intellectual property, the company's business may be affected adversely.

In addition, the company may face claims of infringement, misappropriation or other violation of third parties' intellectual property that could interfere with its ability to use technology or other intellectual property rights that are material to the company's business operations. In the event that a claim of infringement, misappropriation or other violation against the company is successful, the company may be required to pay royalties or license fees to continue to use technology or other intellectual property rights that the company was using, or the company may be unable to obtain necessary licenses from third parties at a reasonable cost or within a reasonable time. If the company is unable to obtain licenses on reasonable terms, it may be forced to cease selling or using the products that incorporate the challenged intellectual property, or to redesign or, in the case of trademark claims, rename its products to avoid infringing the intellectual property rights of third parties, which may not be possible, or if possible, may be time-consuming. Any litigation of this type, whether successful or unsuccessful, could result in substantial costs to the company and adversely affect the company's business and financial condition.

The company also holds patent and other intellectual property licenses from third parties for some of its products and on technologies that are necessary in the design and manufacture of some of the company's products. The loss of these licenses could prevent the company from, or could cause additional disruption or expense in, manufacturing, marketing and selling these products, which could harm the company's business.

The company's capital expenditures could be higher than anticipated.

Unanticipated maintenance issues, changes in government regulations or significant investments in technology and new product development could result in higher than anticipated capital expenditures, which could impact the company's debt, interest expense and cash flows.

 
The company has long-term capital leases on its significant facilities located in Elyria and North Ridgeville, Ohio and Sanford, Florida, with the same owner/landlord.

Under the terms of the real estate leases, defaults by the company under any one of such leases, would trigger a cross default under all related leases with the owner/landlord. Should a default by the company occur, there could be a material adverse effect on the company's business, operations, financial condition or liquidity.

The company may be unable to make strategic acquisitions without obtaining amendments to its credit agreement.

The company's business plans historically included identifying, analyzing, acquiring, and integrating other strategic businesses. There are various reasons for the company to acquire businesses or product lines, including providing new products or new manufacturing and service capabilities, to add new customers, to increase penetration with existing customers, and to expand into new geographic markets. The provisions of the credit agreement restrict the company from undertaking certain acquisitions unless the company is able to negotiate and obtain amendments with regard to those provisions. If the company is unable to obtain the necessary amendments, it may miss opportunities to grow its business through strategic acquisitions.

In addition, an acquisition could materially impair the company's operating results by causing the company to incur debt or requiring the amortization of acquisition expenses and acquired assets.

The company's revenues and profits are subject to exchange rate and interest rate fluctuations that could adversely affect its results of operations or financial position.

Currency exchange rates are subject to fluctuation due to, among other things, changes in local, regional or global economic conditions, the imposition of currency exchange restrictions and unexpected changes in regulatory or taxation environments. The predominant currency used by the company's subsidiaries outside the U.S. to transact business is the functional currency used for each subsidiary. Through the company's international operations, the company is exposed to foreign currency fluctuations, and changes in exchange rates can have a significant impact on net sales and elements of cost. The company conducts a significant number of transactions in currencies other than the U.S. dollar. In addition, because certain of the company's costs and revenues are denominated in other currencies, such as those from its European operations, the company's results of operations are exposed to foreign exchange rate fluctuations as the financial results of those operations are translated from local currency into U.S. dollars upon consolidation. For example, in prior

27

Part I
 
Item 1A. Risk Factors
 
 
 
 
 

years, the devaluation of the Euro had a negative impact on the translation of company's European segment net income into U.S. dollars, and the foreign currency impact of the Brexit referendum in the U.K. had a negative impact on acquisition of dollar and Euro denominated goods in the U.K. If other countries also exit the European Union, similar negative impacts may result.

The company uses foreign exchange forward contracts primarily to help reduce its exposure to transactional exchange rate risk. Despite the company's efforts to mitigate these risks, however, the company's revenues and profitability may be materially adversely affected by exchange rate fluctuations. The company does not have any similar arrangements that mitigate the company's exposure to foreign exchange translation risk, and does not believe that any meaningful arrangement to do so is available to the company.

The company also is exposed to market risk through various financial instruments, including fixed rate and floating rate debt instruments. The company does at times use interest rate swap contracts to mitigate its exposure to interest rate fluctuations, but those efforts may not adequately protect the company from significant interest rate risks. Interest on some of the company's debt is based on the London Interbank Offered Rate (LIBOR), which is currently historically low. Increases in LIBOR could have a significant impact on the company's reported interest expense, to the extent that the company has outstanding borrowings subject to LIBOR-based interest rates.

Additional tax expense or additional tax exposures could affect the company's future profitability and cash flow.

The company is subject to income taxes in the United States and various non-U.S. jurisdictions. The domestic and international tax liabilities are dependent upon the allocation of income among these different jurisdictions. The company's tax expense includes estimates of additional tax which may be incurred for tax exposures and reflects various other estimates and assumptions. In addition, the assumptions include assessments of future earnings of the company that could impact the valuation of its deferred tax assets. The company's future results of operations could be adversely affected by changes in the company's effective tax rate which could result from changes in the mix of earnings in countries with differing statutory tax rates, changes in the overall profitability of the company, changes in tax legislation and rates, changes in generally accepted accounting principles, changes in the valuation of deferred tax assets and liabilities, the results of audits and examinations of previously filed tax returns and continuing assessments of its tax exposures. Corporate tax reform and tax law changes continue to be analyzed in many jurisdictions, including the potential impacts of new United States tax laws, rules, regulations or
 
policies, and any legislation or regulations which may result from those policies.

The Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017. The Tax Act significantly revamped U.S. taxation of corporations, including a reduction of the federal income tax rate from 35% to 21%, a limitation on interest deductibility, and a new tax regime for foreign earnings. The limitation on interest deductibility, the new U.S. taxes on accumulated and future foreign earnings, other adverse changes resulting from the Tax Act, or a change in the mix of domestic and foreign earnings, might offset the benefit from the reduced tax rate, and the company's future effective tax rates and/or cash taxes may increase, even significantly, or not decrease much, compared to recent or historical trends. Many of the provisions of the Tax Act are highly complex and may be subject to further interpretive guidance from the IRS or others. Some of the provisions of the Tax Act may be changed by a future Congress or challenged by the World Trade Organization (“WTO”) or be subject to trade or tax retaliation by other countries. Although the company cannot predict the nature or outcome of such future interpretive guidance, or actions by a future Congress, WTO or other countries, they could adversely impact the company's financial condition, results of operations and cash flows.

The company's reported results may be adversely affected by increases in reserves for uncollectible accounts receivable.

The company has a large balance of accounts receivable and has established a reserve for the portion of such accounts receivable that the company estimates will not be collected because of the company's customers' non-payment. The specific reserve is based on historical trends and current relationships with the company's customers and providers. Changes in the company's collection rates can result from a number of factors, including turnover in personnel, changes in the payment policies or practices of payors, changes in industry rates or pace of reimbursement or changes in the financial health of the company's customers. As a result of changes in Medicare reimbursement regulations, the business viability of some the company's customers may be at risk.

The company's reserve for uncollectible receivables has fluctuated in the past and will continue to fluctuate in the future. Changes in rates of collection, even if they are small in absolute terms, could require the company to increase its reserve for uncollectible receivables beyond its current level. The company has reviewed the accounts receivables, including those receivables financed through DLL, associated with many of its customers that are most exposed to these issues. If the business viability of certain of the company's customers deteriorates or the company's credit policies are ineffective in reducing the company's exposures

28

 
Part I
 
 
Item 1A. Risk Factors
 
 
 


to credit risk, additional increases in reserves for uncollectible accounts may be necessary, which could adversely affect the company's financial results.

The company maintains cash balances globally in various financial institutions.

While the company monitors its accounts with financial institutions both domestically and internationally, recovery of funds cannot be assured in the event the financial institution would fail. In addition, the company may be limited by foreign governments in the amount and timing of funds to be repatriated from foreign financial institutions. Any financial institution failure or repatriation delay could adversely impact the company's ability to fund normal operations, capital expenditures, or service debt, which could adversely affect the company's results.
Certain provisions of the company's debt agreements, its charter documents, and Ohio law could delay or prevent a sale or change in control of the company.

Provisions of the company's credit agreement, its charter documents, and Ohio law may make it more difficult for a third party to acquire, or attempt to acquire, control of the company even if a change in control would result in the purchase of shares of the company at a premium to market price. In addition, these provisions may limit the ability of shareholders of the company to approve transactions that they may deem to be in their best interest.

The company may experience volatility in the market price of its common shares

The market price of the company's common shares may be influenced by lower trading volume and concentrated ownership relative to many other publicly-held companies. Because several of the company's shareholders own significant amounts of the company's outstanding common shares, the common shares are relatively less liquid and therefore more susceptible to price fluctuations than many other companies' shares. If any one or more of these shareholders were to sell all or a portion of their holdings of company common shares at once or within short periods of time, or there was an expectation that such a sale was imminent, then the market price of the company's common shares could be negatively affected.










 
Item 1B.    Unresolved Staff Comments.

None.

29

Part I
 
Item 2. Properties
 
 
 
 
 

Item 2.        Properties.

The company owns or leases its manufacturing facilities, warehouses and offices and believes that these facilities are well maintained, adequately insured and suitable for their present and intended uses. Information concerning certain leased facilities of the company as of December 31, 2019 is set forth in Leases and Commitments in the Notes to the Consolidated Financial Statements of the company included in this report. The company's corporate headquarters is in Elyria, Ohio and a summary of the company's materially important properties by segment is as follows:
 
Owned
 
Leased
 
Number
 
Square Feet
 
Number
 
Square Feet
Manufacturing Facilities
 
 
 
 
 
 
 
Europe
3
 
349,612

 
6
 
513,601

North America
1
 
152,256

 
10
 
481,656

 
4
 
501,868

 
16
 
995,257

 
 
 
 
 
 
 
 
Warehouse and Office Facilities
 
 
 
 
 
 
 
Europe
2
 
37,674

 
45
 
412,183

North America
 

 
9
 
319,486

All Other (Asia Pacific)
 

 
5
 
104,728

 
2
 
37,674

 
59
 
836,397

 
 
 
 
 
 
 
 




30

 
Part I
 
 
Item 3. Legal Proceedings
 
 
 


Item 3.        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 the product liability lawsuits that the company 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 became 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 manufacturing facility in Elyria, Ohio. On July 24, 2017, following its reinspection of the Corporate and Taylor Street facilities, FDA notified the company that it was in 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 24, 2017, during which time the company's Corporate and Taylor Street facilities must complete to 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, regulations and the terms of the consent decree.

FDA has the authority to inspect the Corporate and Taylor Street facilities, and any other FDA registered facility, at any time. 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, 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.

 
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 Act or FDA regulations. FDA also may assess liquidated damages for shipments of adulterated or misbranded devices in the amount of twice the sale price of any such adulterated or misbranded device. The liquidated damages, if assessed, are limited to a total of $7,000,000 for each calendar year. The authority to assess liquidated damages is in addition to any other remedies otherwise available to FDA, including civil money penalties.

Additional information regarding the consent decree is included in Item 1. Business - Government Regulation; Item 1A. Risk Factors; Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations; and in Contingencies in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

Item 4.        Mine Safety Disclosures.
None.


31

Part I
 

Executive Officers of the Registrant
 
 
 
 
 

Information about our Executive Officers*

The following table sets forth the names of the executive officers of the company, each of whom serves at the pleasure of the Board of Directors, as well as certain other information.
Name
Age
Position
Matthew E. Monaghan
52
Chairman, President and Chief Executive Officer
Kathleen P. Leneghan
56
Senior Vice President and Chief Financial Officer
Anthony C. LaPlaca
61
Senior Vice President, General Counsel and Secretary
Ralf A. Ledda
52
Senior Vice President and General Manager, Europe, Middle East & Africa
Darcie L. Karol
53
Senior Vice President, Human Resources
 _______________________
*
The description of executive officers is included pursuant to the instructions to Item 401 of Regulation S-K.

Matthew E. Monaghan was appointed the company’s President and Chief Executive Officer in April 2015 and was elected Chairman of the Board in May 2015. Prior to joining Invacare, Mr. Monaghan served as a business unit leader at Zimmer Holdings (now Zimmer Biomet NYSE: ZBH), a major orthopedic implant company, serving first as Vice President and General Manager of the company’s Global Hips business (December 2009 to January 2014) and later as Senior Vice President of Hips and Reconstructive Research (January 2014 until joining Invacare). While at Zimmer, Mr. Monaghan was responsible for the Hip Division’s new product development, engineering, marketing, clinical studies, quality, regulatory affairs and results of the shared sales and supply chain functions. Later, those responsibilities also included directing global research for various areas of material, process and product innovation. Prior to joining Zimmer in 2009, Mr. Monaghan spent eight years as an operating executive for two leading private equity firms, Texas Pacific Group (TPG) and Cerberus Capital Management, where he led acquisitions and operational improvements of portfolio companies, which included the carve-out from Baxter Healthcare of a global medical business, making significant improvements at a U.S. personal insurance business and as COO of a consumer durable goods business spun off from Newell-Rubbermaid. For the first 13 years of his career, Mr. Monaghan held various engineering, financial and management positions at General Electric (NYSE:GE). Since November 2016, Mr. Monaghan has served as a director of Syneos Health (NASDAQ:SYNH), formerly known as INC Research (NASDAQ: INCR), a contract research and contract commercial organization serving the needs of biopharmaceutical clients.










 

Kathleen P. Leneghan was appointed as the Senior Vice President and Chief Financial Officer of Invacare Corporation in February 2018, after serving as interim Chief Financial Officer of the company since November 2017. She served as Vice President and Corporate Controller of the company since 2003. Ms. Leneghan has been employed by the company for 28 years, serving in various financial roles in North America and Europe. Prior to joining the company, Ms. Leneghan was an audit manager with Ernst & Young LLP.

Anthony C. LaPlaca was appointed Senior Vice President, General Counsel and Secretary effective January 2009. Previously, Mr. LaPlaca served as Vice President and General Counsel for six and a half years with Bendix Commercial Vehicle Systems LLC, Elyria, Ohio, a member of the Knorr-Bremse group, a supplier of commercial vehicle safety systems. Prior to that, he served as Vice President and General Counsel to Honeywell Transportation & Power Systems and General Counsel to Honeywell Commercial Vehicle Systems LLC.

Ralf A. Ledda was appointed Senior Vice President and General Manager, Europe, Middle East & Africa in November 2016. Previously he served for 21 years as Managing Director of Alber GmbH, Albstadt, Germany, Invacare’s subsidiary that specializes in innovative electromotive technology and power add-on devices used with medical and recreational products.

Darcie L. Karol was appointed Senior Vice President, Human Resources in June 2018. Prior to joining the company, Ms. Karol worked at the Valspar Corporation, a global paint and coatings company acquired by Sherwin-Williams in June 2017. Ms. Karol served as Valspar’s Vice President of Human Resources - Global Coatings from January 2014 until August 2017, and prior to that was Valspar’s Human Resources Director for the Asia Region from July 2011 until September 2013. Prior to Valspar, Ms. Karol held Human Resources roles of increasing responsibility at General Mills, Inc., a global consumer packaged goods company.


32

 
Part II
 
 
Items 5 - 6
 
 
 



Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Invacare's Common Shares, without par value, trade on the New York Stock Exchange (NYSE) under the symbol “IVC.” Ownership of the company's Class B Common Shares (which are not listed on the NYSE or any other established trading market) cannot be transferred, except, in general, to family members without first being converted into Common Shares. Class B Common Shares may be converted into Common Shares at any time on a share-for-share basis. The number of record holders of the company Common Shares and Class B Common Shares at March 4, 2020 was 1,912 and 16, respectively.

SHAREHOLDER RETURN PERFORMANCE GRAPH

The following graph compares the yearly cumulative total return on Invacare's Common Shares against the yearly cumulative total return of the companies listed on the Standard & Poor's 500 Stock Index, the Russell 2000 Stock Index and the S&P Healthcare Equipment & Supplies Index. The S&P Healthcare Equipment & Supplies Index is a capitalization-weighted average index comprised of health care companies in the S&P 500 Index.
chart-359dd6fa7e0a531ebce.jpg
 
12/14
 
12/15
 
12/16
 
12/17
 
12/18
 
12/19
Invacare Corporation
$
100.00

 
$
104.05

 
$
78.40

 
$
101.51

 
$
25.98

 
$
54.98

S&P 500
100.00

 
101.38

 
113.51

 
138.29

 
132.23

 
173.86

Russell 2000
100.00

 
95.59

 
115.95

 
132.94

 
118.30

 
148.89

S&P Healthcare Equipment & Supplies
100.00

 
107.57

 
116.14

 
152.94

 
175.13

 
225.62

Copyright© 2020 Standard & Poor's, a division of S&P Global. All rights reserved.
Copyright© 2020 Russell Investment Group. All rights reserved.

The graph assumes $100 invested on December 31, 2014 in the Common Shares of Invacare Corporation, S&P 500 Index, Russell 2000 Index and the S&P Healthcare Equipment & Supplies Index, including reinvestment of dividends, through December 31, 2019.

33

Part II
 
Items 5 - 6
 
 
 
 
 

The following table presents information with respect to repurchases of Common Shares made by the company during the three months ended December 31, 2019.
 
Period
 
 
Total Number
of Shares  Purchased (1)
 
Average Price
Paid Per Share
 
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
 
Maximum Number
of Shares That May Yet
Be Purchased Under
the Plans or Programs (2)
10/1/2019
-
10/31/19
 
$ __
 
 
2,453,978
11/1/2019
-
11/30/19
3,387
 
10.02
 
 
2,453,978
12/1/2019
-
12/31/19
 
 
 
2,453,978
Total
 
 
3,387
 
$10.02
 
 
2,453,978
________________________ 
(1)
All 3,387 shares repurchased between October 1, 2019 and December 31, 2019 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 exercise of non-qualified options under the company's equity compensation plans.

(2)
In 2001, the Board of Directors authorized the company to purchase up to 2,000,000 Common Shares, excluding any shares acquired from employees or directors as a result of the exercise of options or vesting of restricted shares pursuant to the company's performance plans. The Board of Directors reaffirmed its authorization of this repurchase program on November 5, 2010, and on August 17, 2011 authorized an additional 2,046,500 shares for repurchase under the plan. To date, the company has purchased 1,592,522 shares under this program, with authorization remaining to purchase 2,453,978 shares. The company purchased no shares pursuant to this Board authorized program during 2019.

The equity compensation plan information required under Item 201(d) of Regulation S-K is incorporated by reference to the information under the caption "Equity Compensation Plan Information" in the company's definitive Proxy Statement on Schedule 14A for the 2020 Annual Meeting of Shareholders.

Under the terms of the company's senior credit facilities, 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. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources, regarding covenants of the company's senior credit facilities with respect to share purchases.

Item 6.        Selected Financial Data.

The selected consolidated financial data set forth below with respect to the company's consolidated statements of comprehensive income (loss), cash flows and shareholders' equity for the fiscal years ended December 31, 2019, 2018 and 2017, and the consolidated balance sheets as of December 31, 2019 and 2018 are derived from the Consolidated Financial Statements included elsewhere in this Form 10-K. The consolidated statements of comprehensive income (loss), cash flows and shareholders' equity data for the fiscal years ended December 31, 2016 and 2015 and consolidated balance sheet data for the fiscal years ended December 31, 2017, 2016 and 2015 are derived from the company's previously filed Consolidated Financial Statements or as adjusted to reflect the impact of discontinued operations.





 
The data set forth in the following table should be read in conjunction with Item 7—“Management's Discussion and Analysis of Financial Condition and Results of Operations” and the company's Consolidated Financial Statements and Notes thereto included elsewhere in this Form 10-K. The Balance Sheet, Other Data and Key Ratios reflect the impact of discontinued operations to the extent included in the Consolidated Balance Sheets and Consolidated Statement of Cash Flows.


34

 
Part II
 
 
Items 5 - 6
 
 
 


 
2019 *
 
2018 **
 
2017 ***
 
2016 ****
 
2015 *****
 
(In thousands, except per share and ratio data)
Earnings (Loss)
 
 
 
 
 
 
 
 
 
Net sales from continuing operations
$
927,964

 
$
972,347

 
$
966,497

 
$
1,047,474

 
$
1,142,338

 
 
 
 
 
 
 
 
 
 
Loss from continuing operations
(53,327
)
 
(43,922
)
 
(76,541
)
 
(42,856
)
 
(26,450
)
Net earnings from discontinued operations

 

 

 

 
260

Net Loss
(53,327
)
 
(43,922
)
 
(76,541
)
 
(42,856
)
 
(26,190
)
 
 
 
 
 
 
 
 
 
 
Net Earnings (Loss) per Share—Basic:
 
 
 
 
 
 
 
 
 
Net loss from continuing operations
(1.59
)
 
(1.33
)
 
(2.34
)
 
(1.32
)
 
(0.82
)
Net earnings from discontinued operations

 

 

 

 
0.01

Net Loss per Share—Basic
(1.59
)
 
(1.33
)
 
(2.34
)
 
(1.32
)
 
(0.81
)
 
 
 
 
 
 
 
 
 
 
Net Earnings (Loss) per Share—Assuming Dilution:
 
 
 
 
 
 
 
 
 
Net loss from continuing operations
(1.59
)
 
(1.33
)
 
(2.34
)
 
(1.32
)
 
(0.82
)
Net earnings from discontinued operations

 

 

 

 
0.01

Net Loss per Share—Assuming Dilution
(1.59
)
 
(1.33
)
 
(2.34
)
 
(1.32
)
 
(0.81
)
 
 
 
 
 
 
 
 
 
 
Dividends per Common Share
0.05

 
0.05

 
0.05

 
0.05

 
0.05

Dividends per Class B Common Share

 
0.02273

 
0.04545

 
0.04545

 
0.04545

 
 
 
 
 
 
 
 
 
 
Balance Sheet
 
 
 
 
 
 
 
 
 
Current Assets
$
355,877

 
$
397,410

 
$
456,914

 
$
409,072

 
$
362,299

Total Assets
852,126

 
885,855

 
1,066,033

 
903,743

 
838,143

Current Liabilities
218,657

 
198,208

 
218,064

 
220,861

 
247,644

Working Capital
137,220

 
199,202

 
238,850

 
188,211

 
114,655

Long-Term Debt
258,004

 
253,535

 
241,405

 
146,088

 
45,092

Other Long-Term Obligations
66,949

 
74,965

 
183,270

 
114,407

 
82,589

Shareholders' Equity
308,516

 
359,147

 
423,294

 
422,387

 
462,818

 
 
 
 
 
 
 
 
 
 
Other Data
 
 
 
 
 
 
 
 
 
Research and Development Expenditures
$
15,836

 
$
17,377

 
$
17,796

 
$
17,123

 
$
18,677

Capital Expenditures
10,874

 
9,823

 
14,569

 
10,151

 
7,522

Depreciation and Amortization
15,563

 
15,556

 
14,631

 
14,635

 
18,204

 
 
 
 
 
 
 
 
 
 
Key Ratios
 
 
 
 
 
 
 
 
 
Return on Sales % from continuing operations
(5.7
)
 
(4.5
)
 
(7.9
)
 
(4.1
)
 
(2.3
)
Return on Average Assets %
(6.1
)
 
(4.5
)
 
(7.8
)
 
(4.9
)
 
(2.9
)
Return on Beginning Shareholders' Equity %
(14.8
)
 
(10.4
)
 
(18.1
)
 
(9.3
)
 
(4.6
)
Current Ratio
1.6:1

 
2.0:1

 
2.1:1

 
1.9:1

 
1.5:1

Debt-to-Equity Ratio
0.87:1

 
0.71:1

 
0.58:1

 
0.38:1

 
0.10:1


35

Part II
 
Items 5 - 6
 
 
 
 
 

________________________
*
Reflects charges related to restructuring from continuing operations of $11,829,000 ($9,003,000 after-tax expense or $0.27 per share assuming dilution), loss on debt extinguishment including debt finance charges and fees of $6,165,000 ($6,165,000 after-tax expense or $0.18 per share assuming dilution), net gains on convertible debt derivatives of $1,197,000 ($1,197,000 after-tax income or $0.04 per share assuming dilution) and an intangible asset impairment of $587,000 ($435,000 after-tax expense or $0.01 per share assuming dilution).

**
Reflects charges related to restructuring from continuing operations of $3,481,000 ($3,249,000 after-tax expense or $0.10 per share assuming dilution), net loss on convertible debt derivatives of $11,994,000 ($11,994,000 after-tax income or $0.36 per share assuming dilution), an intangible asset impairment of $583,000 ($431,000 after-tax expense or $0.01 per share assuming dilution) and a non-cash tax benefit of $2,023,000 ($0.06 per share assuming dilution) related to U.S. tax reform legislation.

***
Reflects charges related to restructuring from continuing operations of $12,274,000 ($11,872,000 after-tax expense or $0.36 per share assuming dilution), net loss on convertible debt derivatives of $3,657,000 ($3,657,000 after-tax income or $0.11 per share assuming dilution), an intangible asset impairment of $320,000 ($237,000 after-tax expense or $0.01 per share assuming dilution) and a non-cash tax benefit of $1,580,000 ($0.05 per share assuming dilution) related to the revaluation of net deferred tax liabilities as a result of the new U.S. tax reform legislation.

****
Reflects gain on sale of Garden City Medical, Inc. of $7,386,000 ($7,386,000 after-tax income or $0.23 per share assuming dilution), charges related to restructuring from continuing operations of $2,447,000 ($2,447,000 after-tax expense or $0.08 per share assuming dilution), incremental warranty expense of $2,856,000 ($2,856,000 after-tax expense or $0.09 per share assuming dilution related to three product recalls) and net gain on convertible debt derivatives of $1,268,000 ($1,268,000 after-tax income or $0.04 per share assuming dilution).
 
*****
Reflects charges related to restructuring from continuing operations of $1,971,000 ($1,843,000 after-tax expense or $0.06 per share assuming dilution), net warranty reversals of $2,325,000 ($2,325,000 after-tax income or $0.07 per share assuming dilution related to three product recalls) and the positive impact of an intraperiod tax allocation associated with discontinued operations of $140,000 or $0.00 per share assuming dilution.








36

 
Part II
 
 
Management Discussion & Analysis - Overview
 
 
 


Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW
Management's discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes that appear elsewhere in this Annual Report on Form 10-K.

In the first quarter of 2019, the company reassessed the alignment of its reporting segments and combined the North America/Home Medical Equipment (NA/HME) and Institutional Products Group (IPG) segments into a single operating segment, referred to as North America. The company believes that this change will better reflect how the company manages the business, allocates resources and assesses performance of the businesses contained in the North America segment. Additionally, the company reassessed the activity of the businesses in its former Asia Pacific segment and began reporting the Asia Pacific businesses as part of the All Other segment, since those businesses, individually and collectively, are not large enough relative to the company's overall business to merit disclosure as a separate reporting segment. The company believes that these changes provide improved transparency of the company’s business results to its shareholders, and are better aligned with how the company manages its businesses. Segment results for 2018 have been reclassified to reflect the realignment of the company’s reporting segments and be comparable to the segment results for 2019.

Invacare is a multi-national company with integrated capabilities to design, manufacture and distribute durable medical devices. 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 involved in 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 forty-year history. Some of these acquisitions have been combined into integrated operating units, while others have remained relatively independent.
Strategy

The company had a strategy to be a leading provider of durable medical equipment to health care providers in global markets by providing the broadest portfolio available. This strategy has not kept pace with certain reimbursement
 
changes, competitive dynamics and company-specific challenges. Since 2015, the company has made a major shift in its strategy. The company has since been aligning its resources to produce products and solutions that assist customers and end-users with their most clinically complex needs. 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 multi-year transformation plan.

Transformation

The company continues to execute a multi-year transformation to return the company to profitability by focusing its resources on products and solutions that provide greater healthcare value in clinically complex rehabilitation and post-acute care.

2019 was a year of tremendous progress in the company's transformation, despite some external challenges in North America. The company reinvigorated its innovation pipeline with the launch of new products in the mobility and seating, lifestyles and respiratory product categories. These new products offer compelling clinical solutions that benefit customers and end-users. At the same time, the company eliminated some legacy products which no longer met the minimum threshold that aligns with its long-term financial goals. The company also took actions to optimize and resize its infrastructure, as reflected in expanded gross margins and a significant reduction of SG&A expense.

In 2019, Europe delivered solid performance with continued growth in constant currency net sales and improved operating income. In North America, sales growth in mobility and seating products were more than offset by declines in sales of respiratory products. Sales of respiratory products were negatively impacted by changes in NCB reimbursement effective January 1, 2019, and also by the company's strategic decision to balance sales volume growth with optimizing profitability. Asia Pacific, which is reported in the All Other segment, was impacted by payor process changes which temporarily affected funding availability in New Zealand.

The introduction of U.S. tariffs on imported goods primarily from China increased cost of goods sold and influenced cost increases of other domestically sourced materials and components. The company believes it has mitigated a substantial majority of the impact of tariffs and continues to actively implement additional mitigation efforts for the remaining exposure.

Free cash flow usage for 2019 improved significantly from 2018 due to stronger operating results and reduced working capital.

37

Part II
 
Management Discussion & Analysis - Overview
 
 
 
 
 

The company's transformation and growth plan balances innovative organic growth, product portfolio changes across all regions, and cost improvements in supply chain and administrative functions. Key elements of the enhanced transformation and growth plan are:
Globally, continue to drive all business segments and product lines based on their potential to achieve a leading market position and to support profitability goals;
In Europe, leverage centralized innovation and supply chain capabilities while reducing the cost and complexity of a legacy infrastructure;
In North America, adjust the portfolio to consistently grow profitability amid cost increases by adding new products, reducing costs and continuing to improve customers' experience;
In Asia Pacific, remain focused on sustainable growth and expansion in the southeast Asia region; and
Take actions globally to reduce working capital and improve free cash flow.

During 2019, the company took various steps to streamline its business operations to reduce costs and to increase competitiveness, including:

Significantly reduced constant currency SG&A;

Substantially mitigated the majority of tariffs which impacted North America;

Completed the transfer of manual wheelchair production to France;

Announced the consolidation of two German facilities by the end of 2020 and;

Engaged in strategic long-term program to modernize IT infrastructure at no incremental in-period expense.

The company made great progress in 2019 and there is more work to be done in 2020. The company intends to continue to make significant investments in its transformation, reduce sales in certain areas, refocus resources away from less accretive activities, and look at its global infrastructure for opportunities to drive efficiency with a focus on improving profitability and cash flow generation. As part of the company’s efforts to streamline its operations and focus its resources on core product lines that provide the greatest value and financial returns, the company continuously evaluates opportunities and activities, including potential divestitures, which it considers from time
 
to time, particularly if they involve businesses or assets outside of the company’s primary areas of focus.

For 2020, the company anticipates net sales growth in all segments and product categories, as well as margin expansion as a result of cost improvement actions. These actions are expected to contribute to improved earnings in 2020. As a result, the company expects to grow constant currency sales by 2-4% with 1Q20 sales flat to prior year.

The company anticipates positive free cash flow generation for the fiscal year 2020 as compared to free cash flow usage in 2019 driven by improvements in segment operating results and reduced working capital. It further assumes that these benefits will be partially offset by higher capital expenditures, including investment in demonstration units, and cash needed to fund restructuring actions. The company has historically generated negative free cash flow during the first half of the year. This pattern is expected to continue due to the timing of annual one-time payments such as customer rebates and employee bonuses earned during the prior year, and higher working capital usage from seasonal inventory increases. The absence of these payments and somewhat seasonally stronger sales in the second half of the year typically result in more favorable free cash flow in the second half of the year. The company expects spending on capital expenditures of approximately $25,000,000 in 2020.

Favorable Long-term Demand

Ultimately, demand for the company's products and services is based on the need to provide care for people with certain conditions. The company's medical devices provide solutions for end-users and caregivers. Therefore, the demand for the company's medical equipment is largely driven by population growth and the incidence of certain conditions where treatment may be supplemented by the company's devices. The company also provides solutions to help equipment providers and residential care operators deliver cost-effective and high-quality care. The company believes that its commercial team, customer relationships, products and solutions, supply chain infrastructure, and strong research and development pipeline will create favorable business potential.




38

 
Part II
 
 
MD&A - Results of Operations
 
 
 


RESULTS OF OPERATIONS

Reclassifications & Other Changes- In the first quarter of 2019, the company reassessed the alignment of its reporting segments and combined the North America/Home Medical Equipment (NA/HME) and Institutional Products Group (IPG) segments into a single operating segment, referred to as North America. This change better reflects how the company manages, allocates resources and assesses performance of the businesses contained in the North America segment. Additionally, the company reassessed the activity of the businesses in its former Asia Pacific segment and began reporting the Asia Pacific businesses as part of the All Other segment, since those businesses, individually and collectively, are not large enough relative to the company's overall business to merit disclosure as a separate reporting segment. The company believes that these changes provide improved transparency of the company’s business results to its shareholders, and are better aligned with how the company manages its businesses. Segment results for 2018 and 2017 have been reclassified to reflect the realignment of the company’s reporting segments and be comparable to the segment results for 2019.



39

Part II
 
MD&A - Net Sales
 
 
 
 
 

NET SALES

2019 Versus 2018
 

($ in thousands USD)
 
2019
 
2018
 
% Change
Fav/(Unfav)
 
Foreign Exchange % Impact
 
Constant Currency % Change
Fav/(Unfav)
Europe
 
533,048

 
558,518

 
(4.6
)
 
(5.8
)
 
1.2

North America
 
348,201

 
364,590

 
(4.5
)
 
(0.2
)
 
(4.3
)
All Other (Asia Pacific)
 
46,715

 
49,239

 
(5.1
)
 
(5.5
)
 
0.4

Consolidated
 
927,964

 
972,347

 
(4.6
)
 
(3.7
)
 
(0.9
)
 
 
 
 
 
 
 
 
 
 
 

The table above provides net sales change as reported and as adjusted to exclude the impact of foreign exchange translation (constant currency net sales). “Constant currency net sales" is a non-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. Management believes that this financial measure provides meaningful information for evaluating the core operating performance of the company.

Consolidated net sales for 2019 decreased 4.6% for the year, to $927,964,000 from $972,347,000 in 2018. Foreign currency translation decreased net sales by 3.7 percentage points. Constant currency net sales decreased 0.9% compared to 2018 as a decline in respiratory products of $19,249,000, or 20.7%, was only partially offset by increases in mobility and seating products of $10,211,000.

Europe - European net sales decreased 4.6% in 2019 compared to 2018 to $533,048,000 from $558,518,000 as foreign currency translation decreased net sales by 5.8 percentage points. Constant currency net sales increased 1.2% compared to 2018 driven by a 4.4% increase in sales of mobility and seating products. Changes in exchange rates have had, and may continue to have, a significant impact on sales in this segment.













 

North America - North America net sales decreased 4.5% in 2019 versus the prior year to $348,201,000 from $364,590,000 as foreign currency translation decreased net sales by 0.2% percentage points. Constant currency net sales decreased as net sales growth in mobility and seating and lifestyles was completely offset by a $15,925,000 decrease in respiratory net sales.

All Other - Net sales, which relate entirely to the Asia Pacific region decreased 5.1% in 2019 from the prior year to $46,715,000 from $49,239,000. Foreign currency translation decreased net sales by 5.5 percentage points. Constant currency net sales increased 0.4% compared to 2018 as net sales increases in lifestyle products were largely offset by declines in sale of mobility and seating products. The second half 2019 sales growth was impacted by payor process changes which temporarily affecting funding availability in New Zealand. Changes in exchange rates, particularly with the euro and U.S. dollar, have had, and may continue to have, a significant impact on sales in this segment.

40

 
Part II
 
 
MD&A - Net Sales
 
 
 


The following tables provide net sales at reported rates for the quarters ended December 31, September 30, June 30, and March 31, 2019, respectively, and net sales for the quarters ended December 31, September 30 and June 30, 2019, respectively, as translated at the foreign exchange rates for the quarter ended March 31, 2019 with each then compared to each other (constant currency sequential net sales) (in thousands).
 
Q4 19 at Reported Foreign Exchange Rates
 
Foreign Exchange Translation Impact
 
Q4 19 at
Q1 19 Foreign Exchange Rates
 
Q3 19 at Q1 19 Foreign Exchange Rates
 
Sequential Growth $
 
Sequential Growth %
Europe
$
136,842

 
$
4,577

 
$
141,419

 
$
140,155

 
$
1,264

 
0.9
 %
North America
85,286

 
(52
)
 
85,234

 
87,062

 
(1,828
)
 
(2.1
)
All Other (Asia Pacific)
10,785

 
485

 
11,270

 
11,795

 
(525
)
 
(4.5
)
Consolidated
$
232,913

 
$
5,010

 
$
237,923

 
$
239,012

 
$
(1,089
)
 
(0.5
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Q3 19 at Reported Foreign Exchange Rates
 
Foreign Exchange Translation Impact
 
Q3 19 at
Q1 19 Foreign Exchange Rates
 
Q2 19 at Q1 19 Foreign Exchange Rates
 
Sequential Growth $
 
Sequential Growth %
Europe
$
137,371

 
$
2,784

 
$
140,155

 
$
135,385

 
$
4,770

 
3.5
 %
North America
87,118

 
(56
)
 
87,062

 
89,610

 
(2,548
)
 
(2.8
)
All Other (Asia Pacific)
11,285

 
510

 
11,795

 
12,604

 
(809
)
 
(6.4
)
Consolidated
$
235,774

 
$
3,238

 
$
239,012

 
$
237,599

 
$
1,413

 
0.6
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Q2 19 at Reported Foreign Exchange Rates
 
Foreign Exchange Translation Impact
 
Q2 19 at
Q1 19 Foreign Exchange Rates
 
Q1 19 at Q1 19 Foreign Exchange Rates
 
Sequential Growth $
 
Sequential Growth %
Europe
$
133,991

 
$
1,394

 
$
135,385

 
$
124,844

 
$
10,541

 
8.4
%
North America
89,553

 
57

 
89,610

 
86,243

 
3,367

 
3.9

All Other (Asia Pacific)
12,314

 
290

 
12,604

 
12,332

 
272

 
2.2

Consolidated
$
235,858

 
$
1,741

 
$
237,599

 
$
223,419

 
$
14,180

 
6.3
%
 
 
 
 
 
 
 
 
 
 
 
 



41

Part II
 
MD&A - Net Sales
 
 
 
 
 

chart-a75f16d96e1f5c18b2e.jpg
The net sales amounts in the above table are converted at Q1 2019 foreign exchange rates so that the sequential change in net sales can be shown, excluding the impact of changes in foreign currency exchange rates.

Sequential sales for North America mobility and seating products continued to improve in 2019; however, these improvements were more than offset by sequential declines in other products, particularly respiratory products.
 
Sequentially, net sales for Europe showed improvement throughout 2019 driven by sales of lifestyle and mobility and seating products while sequential sales for All Other declined as Asia Pacific net sales were negatively impacted by government reimbursement issues in New Zealand.



42

 
Part II
 
 
MD&A - Net Sales
 
 
 


chart-73028aae17a9568ea65.jpg
The company realized a favorable impact from sales mix in 2019 as mobility and seating products, which comprise most of the company's clinically complex product portfolio, continued to grow to a larger portion of overall sales. This favorable net sales mix shift is the result of the company's continued transformation and focus on shifting and
 
narrowing the product portfolio and alignment of resources to focus on clinically complex solutions. Sales of lifestyle products also improved. However, respiratory product sales declined significantly, in part due to the company's strategic decision to optimize profitability in this product category.

2018 Versus 2017
($ in thousands USD)
 
2018
 
2017
 
Reported % Change
 
Foreign Exchange % Impact
 
Constant Currency % Change
Europe
 
558,518

 
535,326

 
4.3

 
4.5

 
(0.2
)
North America
 
364,590

 
380,290

 
(4.1
)
 
0.1

 
(4.1
)
All Other (Asia Pacific)
 
49,239

 
50,881

 
(3.2
)
 
(2.1
)
 
(1.1
)
Consolidated
 
972,347

 
966,497

 
0.6

 
2.4

 
(1.8
)
 
 
 
 
 
 
 
 
 
 
 

Consolidated net sales for 2018 increased 0.6% for the year, to $972,347,000 from $966,497,000 in 2017. Foreign currency translation increased net sales by 2.4 percentage points. Constant currency net sales decreased 1.8% compared to 2017. Reported net sales for mobility and seating products increased 10.6% globally and 8.5% for North America. Europe constant currency net sales for the year declined 0.2%, as the company strategically reduced sales of less profitable products. Constant currency net sales declined in North America due to declines in sales of respiratory and lifestyle products impacted by reimbursement changes.

Europe - European net sales increased 4.3% in 2018 compared to 2017 to $558,518,000 from $535,326,000 as foreign currency translation increased net sales by 4.5 percentage points. Constant currency net sales decreased 0.2% compared to 2017 as the company strategically reduced sales of less profitable products.

 
North America - North America net sales decreased 4.1% in 2018 versus the prior year to $364,590,000 from $380,290,000 with foreign currency translation having no material impact on net sales. Net sales decreased compared to the prior year due to declines in sales of respiratory and lifestyle products impacted by reimbursement changes. These declines were partially offset by constant currency net sales growth of 8.0% in North America mobility and seating products.

All Other - Asia Pacific net sales decreased 3.2% in 2018 from the prior year to $49,239,000 from $50,881,000. Foreign currency translation decreased net sales by 2.1 percentage points. Constant currency net sales decreased 1.1% compared to 2017 due to net sales increases in mobility and seating products.

43

Part II
 
MD&A - Gross Profit
 
 
 
 
 

GROSS PROFIT

2019 Versus 2018
chart-d42a0bb51d285d6aa21.jpg
Consolidated gross profit as a percentage of net sales was 28.2% in 2019 as compared to 27.5% in 2018. Gross profit as a percentage of net sales for 2019 increased by 70 basis points as compared to 2018. The gross margin improvement reflects the effective mitigation of the previously estimated approximately $5,000,000 annual negative impact of tariffs, to an actual negative impact of less than $2,000,000, as well as lower material and freight costs. Gross profit as a percentage of net sales improved significantly for North America while Europe margins were flat and All Other declined. Gross profit dollars decreased due to lower net sales and unfavorable foreign currency translation which negatively impacted consolidated gross profit by $10,742,000 in 2019.

Europe - Gross profit as a percentage of net sales was unchanged in 2019 compared to the prior year and gross margin dollars decreased by $7,913,000. The decrease in margin dollars was principally due to unfavorable foreign currency and unfavorable sales mix.

North America - Gross profit as a percentage of net sales increased by 200 basis points in 2019 from the prior year while gross margin dollars increased by $3,811,000. The increase in gross profit dollars was primarily due to favorable material costs, improved product mix and also lower freight and warranty costs. The favorable material costs were partially due to mitigating the negative impact of tariffs, which were reduced to a combined negative impact of less than $2,000,000.

All Other - Gross profit, which primarily relates to the company's Asia Pacific businesses decreased 60 basis points in 2019 from the prior year and gross margin dollars decreased $1,507,000. The decrease was primarily attributable to reduced sales volumes.
 
chart-d21adfc7f2625f2ab26.jpg

Sequential gross margin as a percentage of net sales and gross margin dollars increased in 2019. Sequential gross profit as a percentage of net sales generally increased for all segments sequentially declined over the last two quarters of 2019.
chart-a12df27a50bd5e75bc5.jpg
During 2019, sequential gross margin dollars increased on a consolidated basis. While Europe generally improved during the year, North America improved sequentially through Q2 2019 but then declined in the second half of 2019 and All Other improved after initially declining in Q1 2019.


44

 
Part II
 
 
MD&A - Gross Profit
 
 
 


Research and Development

The company continued to invest strategically in research and development activities in 2019. The company dedicated funds to applied research activities to ensure that new and enhanced design concepts are available to its businesses. Research and development expenditures, which are included in costs of products sold, decreased to $15,836,000 in 2019 from $17,377,000 in 2018. The expenditures, as a percentage of net sales, were 1.7% and 1.8% in 2019 and 2018, respectively.

2018 Versus 2017
chart-754db66559df5fcbb9f.jpg
Consolidated gross profit as a percentage of net sales was 27.5% in 2018 as compared to 27.9% in 2017. Gross profit as a percentage of net sales for 2018 decreased by 40 basis points as compared to 2017. The gross margin decline was principally a result of rising material costs associated with U.S. tariffs, higher freight costs incurred in North America and Europe, and unfavorable operational variances in Europe associated with production transfers. Gross profit as a percentage of net sales increased for Asia Pacific and declined for North America and slightly for Europe. Gross profit dollars increased significantly for the Europe and All Other segments but declined materially in North America principally due to lower net sales.













 
Europe - Gross profit as a percentage of net sales decreased 10 basis points in 2018 from the prior year and gross margin dollars increased by $6,466,000. The increase in margin dollars was principally due to favorable foreign currency partially offset by unfavorable freight, R&D and manufacturing costs.

North America - Gross profit as a percentage of net sales decreased by 220 basis points in 2018 from the prior year while gross margin dollars decreased by $12,357,000. The decrease in gross profit dollars was primarily due to net sales volume declines, unfavorable material costs and higher freight costs, partially offset by reduced warranty and R&D expenses as well as favorable operational variances. The unfavorable material and freight costs were impacted by tariffs, which had a combined negative impact of less than $2,000,000.

All Other - Gross profit as a percentage of net sales increased 460 basis points in 2018 from the prior year and gross margin dollars increased $4,316,000. The increase was primarily attributable to reduced research and development expenses and favorable manufacturing variances.

See “Accrued Expenses” in the Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for the total warranty provision amounts and a reconciliation of the changes in the warranty accrual.

Research and Development

Research and development expenditures, which are included in costs of products sold, decreased to $17,377,000 in 2018 from $17,796,000 in 2017. The expenditures, as a percentage of net sales, were 1.8% and 1.8% in 2018 and 2017, respectively.



45

Part II
 
MD&A - SG&A
 
 
 
 
 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

2019 Versus 2018
($ in thousands USD)
2019
2018
Reported Change
Foreign Exchange Impact
Constant Currency Change
SG&A Expenses - $
260,061

281,906

(21,845
)
(7,228
)
(14,617
)
SG&A Expenses - % change
 
 
(7.7
)
(2.5
)
(5.2
)
% to net sales
28.0

29.0

 
 
 

The table above provides selling, general and administrative (SG&A) expense change as reported and as adjusted to exclude the impact of foreign exchange translation (constant currency SG&A). “Constant currency SG&A" is a non-GAAP financial measure, which is defined as SG&A expenses excluding the impact of foreign currency translation. The current year's functional currency SG&A expenses are translated using the prior year's foreign exchange rates. These amounts are then compared to the prior year's SG&A expenses to calculate the constant currency SG&A expense change. Management believes that this financial measure provides meaningful information for evaluating the core operating performance of the company.

Consolidated SG&A expenses as a percentage of net sales were 28.0% in 2019 and 29.0% in 2018. The overall dollar decrease was $21,845,000, or 7.7%, with foreign currency translation decreasing expense by $7,228,000. Excluding the impact of foreign currency translation, SG&A expenses decreased $14,617,000, or 5.2%, primarily driven by reduced employment and product liability costs partially offset by higher bonus and stock compensation expense.

Europe - European SG&A expenses decreased by 8.7%, or $11,413,000, in 2019 compared to 2018. Foreign currency translation decreased expense by approximately $6,135,000 or 4.7%. Excluding the foreign currency translation impact, SG&A expenses decreased by $5,278,000, or 4.0%, primarily attributable to lower employment costs.















 

North America - SG&A expenses for North America decreased 17.8%, or $21,104,000, in 2019 compared to 2018 with foreign currency translation decreasing expense by $302,000 or 0.2%. Excluding the foreign currency translation, SG&A expense decreased $20,802,000, or 17.6%, driven primarily by decreased employment, consulting and product liability costs.

All Other - SG&A expenses increased $10,672,000 in 2019 compared to 2018. Foreign currency translation decreased expense by $791,000. All Other includes SG&A related to the Asia Pacific businesses and non-allocated corporate costs. SG&A expenses related to non-allocated corporate costs for 2019 increased 61.3%, or $11,036,000, compared to 2018. The increase was driven primarily by increased employment costs, including stock compensation and bonus expense. Related to the Asia Pacific businesses, 2019 SG&A decreased 2.5%, or $364,000, compared to 2018 with foreign currency translation decreasing SG&A expenses $791,000, or 5.5%. Constant currency SG&A expenses increased $427,000, or 3.0%, primarily due to higher sales and marketing and employment costs.

46

 
Part II
 
 
MD&A - SG&A
 
 
 


2018 Versus 2017
($ in thousands USD)
2018
2017
Reported Change
Foreign Exchange Impact
Constant Currency Change
SG&A Expenses - $
281,906

296,816

(14,910
)
5,014

(19,924
)
SG&A Expenses - % change
 
 
(5.0
)
1.7

(6.7
)
% to net sales
29.0

30.7

 
 
 

Consolidated SG&A expenses as a percentage of net sales were 29.0% in 2018 and 30.7% in 2017. The overall dollar decrease was $14,910,000, or 5.0%, with foreign currency translation increasing expense by $5,014,000. Excluding the impact of foreign currency translation, SG&A expenses decreased $19,924,000, or 6.7%, primarily driven by reduced employment costs partially offset by negative impact of foreign currency transactions and higher consulting costs.

Europe - European SG&A expenses increased by 5.6%, or $6,951,000, in 2018 compared to 2017. Foreign currency translation increased expense by approximately $5,181,000 or 4.2%. Excluding the foreign currency translation impact, SG&A expenses increased by $1,770,000, or 1.4%, primarily attributable to unfavorable foreign currency transactions partially offset by lower employment costs.






























 

North America - SG&A expenses for North America decreased 12.5%, or $16,840,000 in 2018 compared to 2017 with foreign currency translation increasing expense by $134,000 or 0.1%. Excluding the foreign currency translation, SG&A expense decreased $16,974,000, or 12.6%, driven primarily by decreased employment costs.
 
All Other - SG&A expenses decreased $5,021,000 in 2018 compared to 2017. Foreign currency translation decreased expense by $301,000. All Other includes SG&A related to the Asia Pacific businesses and non-allocated corporate costs. SG&A expenses related to non-allocated corporate costs for 2018 decreased 19.0%, or $4,220,000, compared to 2017. The decrease was driven primarily by decreased employment costs. Related to the Asia Pacific businesses, 2018 SG&A decreased 5.3%, or $801,000, compared to 2017 with foreign currency translation decreasing SG&A expenses $301,000, or 2.0%. Constant currency SG&A expenses decreased $500,000, or 3.3%, lower employment costs partially offset by unfavorable foreign currency transactions.




47

Part II
 
MD&A - Operating Income
 
 
 
 
 

OPERATING INCOME (LOSS)

 
 
 
 
2019 vs. 2018
2018 vs. 2017
($ in thousands USD)
2019
2018
2017
$ Change
% Change
$ Change
% Change
Europe
36,174

32,673

33,160

3,501

10.7

(487
)
(1.5
)
North America
(7,592
)
(32,506
)
(36,992
)
24,914

76.6

4,486

12.1

All Other
(26,576
)
(14,397
)
(23,733
)
(12,179
)
(84.6
)
9,336

39.3

Charges related to restructuring
(11,829
)
(3,481
)
(12,274
)
(8,348
)
(239.8
)
8,793

71.6

Impairment of an intangible asset
(587
)
(583
)
(320
)
(4
)
0.7

(263
)
82.2

Consolidated Operating Loss
(10,410
)
(18,294
)
(40,159
)
7,884

43.1

21,865

54.4

 
 
 
 
 
 
 
 
2019 Versus 2018

Consolidated operating loss decreased by $7,884,000 to a loss of $10,410,000 in 2019 from a loss of $18,294,000 in 2018 primarily due to a $21,845,000 decrease in SG&A expenses, principally attributable to lower employment costs, partially offset by an increase in restructuring costs of $8,348,000.

Europe - Operating income increased by $3,501,000 in 2019 compared to 2018 primarily related to improved gross profit and reduced SG&A expenses, driven by lower employment costs, partially offset by unfavorable foreign exchange of $3,200,000.

North America - Operating loss decreased by $24,914,000 in 2019 compared to 2018 driven primarily by lower SG&A expenses, due to decreased employment and consulting costs, as well as improved gross margin driven by cost reductions.

All Other - Operating loss increased in 2019 compared to 2018 driven by increased SG&A expense related to stock compensation and bonuses as well as a decline in operating profit for the Asia Pacific business driven by lower net sales.

Charge 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 each of the segments. In addition, as a result of the company's transformation strategy, additional restructuring actions were implemented in 2017 and have continued into 2019. The company expects reduced salary and benefit costs principally impacting Selling, General and Administrative expenses, and to a lesser extent, Costs of Products Sold.
 

Charges for the year ended December 31, 2019 totaled $11,829,000 which were related to North America ($1,617,000), Europe ($9,579,000) and All Other ($633,000). In North America, costs were incurred related to severance ($1,573,000) and lease termination costs ($44,000). The European charges were incurred related to severance ($9,356,000) and lease termination costs ($223,000). All Other charges were related to severance. Payments for the year ended December 31, 2019 were $6,484,000 and the cash payments were funded with company's cash on hand. The majority of the 2019 charges are expected to be paid out within twelve months.

Charges for the year ended December 31, 2018 totaled $3,481,000 which were related to North America ($1,359,000), Europe ($1,773,000) and All Other ($349,000). In North America, costs were incurred related to severance ($1,471,000) and lease termination reversals were recognized ($112,000). The European and All Other charges were incurred related to severance costs. Payments for the year ended December 31, 2018 were $5,804,000 and the cash payments were funded with company's cash on hand. Most of the 2018 charges have been paid out.

To date, the company's liquidity has not been materially impacted; however, the company's disclosure below in Liquidity and Capital Resources highlights risks that could negatively impact the company's liquidity. See also "Charges Related to Restructuring Activities" in the Notes to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

Impairment of Intangible Asset

In accordance with ASC 350, Intangibles - Goodwill and Other, the company reviews intangibles for impairment. As a result of the company's 2019 intangible review, the company recognized an intangible impairment charge in the Institutional Products Group reporting unit, which is part of the North America segment, of $587,000 ($435,000 after-tax) related to a trademark with an indefinite life. The fair value of the trademark was calculated using a relief from

48

 
Part II
 
 
MD&A - Operating Income
 
 
 


royalty payment methodology which requires applying an estimated market royalty rate to forecasted net sales and discounting the resulting cash flows to determine fair value.

2018 Versus 2017

Consolidated operating loss decreased by $21,865,000 to a loss of $18,294,000 in 2018 from a loss of $40,159,000 in 2017 primarily due to a $14,910,000 decrease in SG&A expenses, principally attributable to lower employment costs, and a decrease in restructuring costs of $8,793,000.

Europe - Operating income decreased slightly in 2018 compared to 2017 primarily related to increased freight costs driven by product transfers associated with facility consolidation, higher R&D expense and unfavorable manufacturing variances, partially offset by lower employment costs.

North America - Operating loss decreased in 2018 compared to 2017 primarily due to reduced employment costs, warranty and R&D expense, as well as favorable operational variances, partially offset by the negative impact of net sales volume declines, unfavorable material costs and higher freight costs.

All Other - Operating loss decreased in 2018 compared to 2017 primarily related to increased constant currency net sales, favorable sales mix, reduced R&D expense, and favorable foreign exchange.



























 
Charge Related to Restructuring Activities

Charges for the year ended December 31, 2018 totaled $3,481,000 which were related to North America ($1,359,000), Europe ($1,773,000) and All Other ($349,000). In North America, costs were incurred related to severance ($1,471,000) and lease termination reversals were recognized ($112,000). The European and All Other charges were incurred related to severance costs. Payments for the year ended December 31, 2018 were $5,804,000 and the cash payments were funded with company's cash on hand. Most of the 2018 charges have been paid out.

Charges for the year ended December 31, 2017 totaled $12,274,000 which were related to North America ($8,889,000), Europe ($1,975,000) and All Other ($1,410,000). In North America, costs were incurred related to severance ($8,162,000) and lease termination costs ($727,000). The European charges were incurred related to severance ($1,753,000) and lease termination costs ($222,000). The European and All Other charges were for severance costs. Payments for the year ended December 31, 2017 were $10,438,000 and the cash payments were funded with company's cash on hand. The 2017 charges have been paid out.

Impairment of Intangible Asset

As a result of the company's 2018 intangible review, the company recognized an intangible impairment charge in the Institutional Products Group reporting unit, which is part of the North America segment, of $583,000 ($431,000 after-tax) related to a trademark with an indefinite life. The fair value of the trademark was calculated using a relief from royalty payment methodology which requires applying an estimated market royalty rate to forecasted net sales and discounting the resulting cash flows to determine fair value.

49

Part II
 
MD&A - Other Items
 
 
 
 
 

OTHER ITEMS

2019 Versus 2018
Net Gain (Loss) on Convertible Debt Derivatives
($ in thousands USD)
Change in Fair Value - Gain (Loss)
 
2019
2018
Convertible Note Hedge Assets
9,600

(90,505
)
Convertible Debt Conversion Liabilities
(8,403
)
102,499

Net gain on convertible debt derivatives
1,197

11,994

 
 
 
The company recognized a net gain of $1,197,000 in 2019 compared to a net gain of $11,994,000 in 2018 related to the fair value of convertible debt derivatives. As a result of the company's receipt of shareholder approval authorizing the company to elect to settle future conversions of its convertible notes in common shares, 2Q19 was the last quarter for which the company could recognize gain (or loss) on the fair value of its note hedge assets and convertible debt conversion liabilities. See "Long-Term Debt" in the notes to the Consolidated Financial Statements included elsewhere in this report for more detail.
Interest
($ in thousands USD)
2019
2018
$ Change
% Change
Interest Expense
29,076

28,336

740

2.6
Interest Income
(429
)
(534
)
105

19.7
Interest expense and income did not materially change in 2019 compared to 2018.
Income Taxes
The company had an effective tax rate charge of 21.1% and 28.8% on losses before taxes in 2019 and 2018, respectively, compared to an expected benefit at the U.S. statutory rate of 21.0% on the pre-tax losses for each period, respectively. The company's effective tax rate in 2019 and 2018 was unfavorable compared to the U.S. federal statutory rate expected benefit, principally due to the negative impact of the company's inability to record tax benefits related to the significant losses in countries which had tax valuation allowances. The 2019 and 2018 effective tax rates were increased 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. The 2018 effective rate was also benefited by 5.9% as a result of the effect of indefinite intangibles and a related 2018 indefinite loss carryforward created in 2018 due to U.S. tax reform. See “Income Taxes” in the Notes to the Consolidated Financial Statements included elsewhere in this report for more detail.
 
2018 Versus 2017
Net Gain (Loss) on Convertible Debt Derivatives
($ in thousands USD)
Change in Fair Value - Gain (Loss)
 
2018
2017
Convertible Note Hedge Assets
(90,505
)
43,344

Convertible Debt Conversion Liabilities
102,499

(47,001
)
Net gain on convertible debt derivatives
11,994

(3,657
)
 
 
 
The company recognized a net gain of 11,994,000 in 2018 compared to a net loss of $3,657,000 in 2017 related to the fair value of convertible debt derivatives. See "Long-Term Debt" in the notes to the Consolidated Financial Statements included elsewhere in this report for more detail.
Interest
($ in thousands USD)
2018
2017
$ Change
% Change
Interest Expense
28,336

22,907

5,429

23.7

Interest Income
(534
)
(473
)
(61
)
(12.9
)
Interest expense increased due to the full year impact in 2018 of the convertible debt issuance in the second quarter of 2017.
Income Taxes
The company had an effective tax rate charge of 28.8% and 15.5% on losses before taxes in 2018 and 2017, respectively, compared to an expected benefit at the U.S. statutory rate of 21.0% and 35.0% on the pre-tax losses for each period, respectively. The company's effective tax rate in 2018 and 2017 was unfavorable compared to the U.S. federal statutory rate expected benefit, principally due to the negative impact of the company's inability to record tax benefits related to the significant losses in countries which had tax valuation allowances. The 2018 effective tax rate was increased 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. The 2018 effective rate was also benefited by 5.9% as a result of the effect of indefinite intangibles and a related 2018 indefinite loss carryforward created in 2018 due to U.S. tax reform. During the fourth quarter of 2017, the company's effective tax rate also provisionally benefited by 2.4% due to the U.S. federal tax legislation rate reduction. See “Income Taxes” in the Notes to the Consolidated Financial Statements included elsewhere in this report for more detail.

50

 
Part II
 
 
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 the Consolidated Financial Statements included in this report) as described below.

Key balances on the company's balance sheet and related metrics:
($ in thousands USD)
December 31, 2019
December 31, 2018
$ Change
% Change
Cash and cash equivalents
80,063

116,907

(36,844
)
(31.5
)
Working capital (1)
137,220

199,202

(61,982
)
(31.1
)
Total debt (2)
302,106

299,912

2,194

0.7

Long-term debt (2)
292,744

297,802

(5,058
)
(1.7
)
Total shareholders' equity
308,516

359,147

(50,631
)
(14.1
)
Credit agreement borrowing availability (3)
34,516

33,362

1,154

3.5

(1) 
Current assets less current liabilities.
(2) 
Long-term debt and Total debt exclude debt issuance costs recognized as a deduction from the carrying amount of debt liability and debt discounts classified as debt or equity.
(3) 
Reflects the combined availability of the company's North American and European asset-based revolving credit facilities. The change is borrowing availability is due to changes in the calculated borrowing base.

The company's cash and cash equivalents were $80,063,000 and $116,907,000 at December 31, 2019 and December 31, 2018, respectively. The decrease in cash balances at December 31, 2019 compared to December 31, 2018 was primarily the result of cash utilized for normal operations, including the continued investment in our transformation strategy, as well as the repurchase of $16,000,000 in principal amount of the company’s 5.00% Convertible Senior Notes due 2021 (the “2021 Notes”) in open market transactions for an aggregate of $14,708,000 in cash during the quarter ended September 30, 2019 and the exchange of $72,909,000 in aggregate principal amount of 2021 Notes for the same aggregate principal amount of new 5.00% Convertible Senior Exchange Notes due 2024 (the “2024 Notes”) which exchange included cash paid of $6,928,000.

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 cash reported at the end of a given period may be materially different than cash levels during a given period. While the company has 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 December 31, 2019 was approximately $168,000.

The company's total debt outstanding, inclusive of the debt discount related to the debentures included in equity as well as the debt discount and fees associated with the company's Convertible Senior Notes due 2021, 2022 and
 

2024 ("the Notes"), increased by $2,194,000 to $302,106,000 at December 31, 2019 from $299,912,000 as
of December 31, 2018. As a result of implementing ASU 2016-02, "Leases as of January 1,2019, the company recorded operating lease liabilities which totaled $18,850,000 as of December 31, 2019. The increase in debt as the result of recording operating lease liabilities was partially offset by a net decrease in debt of $14,367,000 attributable to the repurchase of 2021 Notes in the third quarter of 2019.

The debt discount and fees associated with the 2021, 2022 and 2024 Notes reduced the company's reported debt balance by $34,740,000 and $44,267,000 as of December 31, 2019 and December 31, 2018, respectively. At December 31, 2019 and December 31, 2018, the company had zero borrowings outstanding under its revolving credit facility.

The company may from time to time seek to retire or purchase its convertible senior notes, in open market purchases, privately negotiated transactions or otherwise. Such purchases, if any, will depend on prevailing market conditions, the company's liquidity requirements, contractual restrictions and other factors. The amount involved in any such transactions, individually or in the aggregate, may be material.

The company has an asset-based lending Amended and Restated Revolving Credit and Security Agreement (the “Credit Agreement”), which provides for a revolving line of credit, letter of credit and swing line facility for the company's U.S. and Canadian borrowers in an aggregate principal amount of up to $100,000,000 (the "U.S. and Canadian Credit Facility") and a similar facility for European borrowers in an aggregate principal amount of up to $30,000,000 (the

51

Part II
 
MD&A - Liquidity and Capital Resources
 
 
 
 
 

"European Credit Facility") each of which is subject to variable rates and availability based on a borrowing base formula.

As determined pursuant to the borrowing base formula for the U.S. and Canadian borrowers, the company's borrowing base including the period ending December 31, 2019 under the U.S. and Canadian Credit Facility of the Credit Agreement was approximately $41,180,000, with aggregate borrowing availability of approximately $22,603,000, taking into account the $3,000,000 minimum availability reserve, then-outstanding letters of credit, other reserves and the $6,750,000 dominion trigger amount noted below. As determined pursuant to the borrowing base formula for the European borrowers, the company's borrowing base including the period ending December 31, 2019 under the European Credit Facility of the Credit Agreement was approximately $18,288,000, with aggregate borrowing availability of approximately $11,913,000, considering the $3,000,000 minimum availability reserve and the $3,375,000 dominion trigger amount noted below. As of December 31, 2019, the combined aggregate borrowing availability under the U.S. and Canadian Credit Facility and the European Credit Facility of the Credit Agreement was $34,516,000.

As a result of entering into the Credit Agreement, the company incurred fees which were capitalized and are being amortized as interest expense through January 16, 2021 of which $809,000 are yet to be amortized as of December 31, 2019.

As of December 31, 2019, the company was in compliance with all covenant requirements under the Credit Agreement. The Credit Agreement contains customary representations, warranties and covenants including dominion triggers requiring the company to maintain borrowing capacity of not less than $6,750,000 on any given business day or $12,500,000 for five consecutive days related to the U.S. and Canadian borrowers, and $3,375,000 on any given business day or 12.5% of the maximum amount that may be drawn under the European Credit Facility for five consecutive days related to European borrowers, 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.

If the company is unable to comply with the provisions in the Credit Agreement, it could result in a default, which could trigger acceleration of, or the right to accelerate, the related debt. Because of cross-default provisions in its agreements and instruments governing certain of the company's indebtedness, a default under the Credit Agreement could result in a default under, and the acceleration of, certain other company indebtedness. In addition, the company's lenders would be entitled to proceed against the collateral securing the indebtedness.

 
Based on the company's current expectations, the company believes that its cash balances and available borrowing capacity under its Credit Agreement 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 decrease 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.

In the first quarter of 2016, the company issued $150,000,000 aggregate principal amount of 2021 Notes in a private offering which bear interest at a rate of 5.00% per year payable semi-annually and will mature in February 2021, unless repurchased or converted in accordance with their terms prior to such date. Prior to August 15, 2020, the 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. The net proceeds from the offering of the 2021 Notes were $144,034,000, after deducting fees and offering expenses payable by the company. Approximately $5,000,000 of the net proceeds from the offering was used to repurchase the company's common shares, and $15,600,000 of the net proceeds was used to pay the net cost of the convertible note hedge and warrant transactions. The company incurred fees which were capitalized and are being amortized as interest expense through February 2021 of which $547,000 have yet to be amortized as of December 31, 2019. In the third quarter of 2019, $16,000,000 in principal amount of 2021 Notes were repurchased for cash. In the fourth quarter of 2019, $72,909,000 in principal amount of 2021 Notes were exchanged for 2024 Notes. At December 31, 2019, $61,091,000 in principal amount of 2021 Notes remained outstanding.

In the second quarter of 2017, the company issued $120,000,000 aggregate principal amount of the 2022 Notes in a private offering which bear interest at a rate of 4.50% per year payable semi-annually and will mature in June 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. The net proceeds from the offering of the 2022 notes were approximately $115,289,000, after deducting fees and offering expenses of $4,711,000. These debt issuance costs were capitalized and are being amortized as interest expense

52

 
Part II
 
 
MD&A - Liquidity and Capital Resources
 
 
 


through June 2022 of which $2,158,000 have yet to be amortized as of December 31, 2019. 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.

In the fourth quarter of 2019, the company entered into separate privately negotiated agreements with certain holders of its 2021 Notes to exchange $72,909,000 in aggregate principal amount of 2021 Notes, for aggregate consideration of $72,909,000 in aggregate principal amount of new 2024 Notes of the company and approximately $6,928,000 in cash. The New Notes bear interest at a fixed rate of 5.00% per year payable semi-annually and will mature in November 2024, unless earlier repurchased, redeemed or converted. Prior to May 2024, the 2024 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. Prior to maturity, the 2024 Notes will be redeemable by the company upon satisfaction of certain conditions and during certain periods. The fees paid totaled $1,394,000. These debt issuance costs were capitalized and are being amortized as interest expense through November 2024 of which $1,359,000 have yet to be amortized as of December 31, 2019.

The company has used, and intends to continue to use the remaining net proceeds from the Notes offerings for working capital and general corporate purposes, which may include funding portions of the company's ongoing turnaround and addressing potential risks and contingencies. The net proceeds have allowed the company to invest in new products, people, marketing initiatives and working capital to transform the business and pursue growth.

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.

Should interest rates increase, the company expects that it would be able to absorb modest rate increases without any material impact on its liquidity or capital resources. For 2019 and 2018, the weighted average interest rate on all borrowings, excluding capital leases, was 4.78% and 4.78%, respectively.

See "Long-Term Debt" and "Leases and Commitments" in the Notes to the Consolidated Financial Statements for more details regarding the company's convertible notes and credit facilities and lease liabilities, respectively.
 
CAPITAL EXPENDITURES

There were no individually material capital expenditure commitments outstanding as of December 31, 2019. The company estimates that capital investments for 2020 will be approximately $25,000,000 compared to actual capital expenditures of $10,874,000 in 2019. The anticipated increase relates primarily to the company's investments to transform the company. The company believes that its balances of cash and cash equivalents and existing borrowing facilities will be sufficient to meet its operating cash requirements and fund required capital expenditures (see "Liquidity and Capital Resources"). The Credit Agreement limits the company's annual capital expenditures to $35,000,000.

DIVIDEND POLICY

It is the company's policy to pay a nominal dividend for its stock to be more attractive to a broader range of investors. For 2019, annualized dividends of $0.05 per Common Share were declared and paid. It is not anticipated that this annual dividend rate for Common Shares will change materially as the company believes that capital should be kept available for investments and growth opportunities as a result of its multi-year turnaround strategy. The Board of Directors suspended the company's regular quarterly dividend on the Class B Common Shares starting in Q3 2018. Less than 7,000 Class B Common Shares remain outstanding and suspending the regular Class B dividend allows 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 following any such conversion.


53

Part II
 
MD&A - Cash Flows
 
 
 
 
 

CASH FLOWS

chart-541f46fe55765823bcd.jpg
Cash flows provided by operating activities were $2,743,000 in 2019, compared to cash flow used of $46,423,000 in the previous year. The 2019 operating cash flows benefited from a reduced operating loss, reduced inventory and an increase in accrued expenses partially offset by negative impact of decrease in payables. In 2018, operating cash flows were negatively impacted by a net loss, increased inventory and declines in accrued expenses.
chart-2858498938605350ada.jpg
Cash flows used by investing activities were $11,614,000 in 2019, compared to cash flows used by investing activities of $6,363,000 in 2018. The increase in cash flows used for investing was driven by higher purchases of property, plant and equipment compared to 2018 which was lower to an advance payment of $3,524,000 related to the sale of the company's Isny, Germany facility for which control is not expected to transfer until April 2020.
 
chart-663d98d6db2f571989a.jpg
Cash flows used by financing activities in 2019 were $27,941,000 compared to cash flow used of $2,924,000 in 2018. Cash flows used in 2019 reflects $14,708,000 in cash to repurchase $16,000,000 in principal amount of the 2021 Notes, cash payments of $6,928,000 to debt holders that exchanged 2021 Notes for 2024 Notes and debt fee payments of $1,278,000.

Free cash flow is a non-GAAP financial measure and is reconciled to the corresponding GAAP measure as follows:
($ in thousands USD)
Twelve Months Ended
December 31,
 
2019
 
2018
Net cash provided (used) by operating activities
$
2,743

 
$
(46,423
)
Plus: Sales of property and equipment
73

 
40

Plus: Advance payment from sale of property

 
3,524

Less: Purchases of property and equipment
(10,874
)
 
(9,823
)
Free Cash Flow
$
(8,058
)
 
$
(52,682
)
 
 
 
 

Free cash flow was negative $8,058,000 in 2019 compared to $52,682,000 in 2018. The change in free cash flow was driven by reduced inventory and the positive impact of increases in accrued expenses. Free cash flow is a non-GAAP financial measure composed of net cash used by operating activities less purchases of property and equipment plus 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.).

54

 
Part II
 
 
MD&A - Cash Flows
 
 
 


chart-6f68a0aba906500fa5d.jpg
 

Free cash flow for 2019 improved sequentially each quarter of 2019, except the fourth quarter. The company has historically generated negative free cash flow during the first half of the year, which was the case in 2019 as well. This pattern is expected to continue due to the timing of annual one-time payments such as customer rebates and employee bonuses earned during the prior year, and higher working capital usage from seasonal inventory increases. The absence of these payments and somewhat seasonally stronger sales in the second half of the year typically result in more favorable free cash flow in the second half of the year.
The company's approximate cash conversion days at December 31, 2019 and December 31, 2018 are as follows:
chart-15947a005b405d35be3.jpg
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 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.


55

Part II
 
MD&A - Accounting Estimates and Pronouncements
 
 
 
 
 

ACCOUNTING ESTIMATES AND PRONOUNCEMENTS

CRITICAL ACCOUNTING POLICIES

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, as a result, actual results could differ from these estimates. The following critical accounting policies, among others, affect the more significant judgments and estimates used in preparation of the company's consolidated financial statements.

Revenue Recognition

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.

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.


56

 
Part II
 
 
MD&A - Accounting Estimates and Pronouncements
 
 
 


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. The company has established procedures to appropriately defer such revenue. 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.

Allowance for Uncollectible Accounts Receivable

The estimated allowance for uncollectible amounts is based primarily on management's evaluation of the financial condition of the customer. In addition, as a result of the third-party financing arrangement, 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 establishing reserves for specific customers as needed.

The company continues to closely monitor the credit-worthiness of its customers and adhere to tight credit policies. The Centers for Medicare and Medicaid Services publishes Medicare contract prices under its NCB program which includes 100% of the Medicare population. The company believes that the NCB program contract pricing could have a significant impact on the collectability of accounts receivable for those customers which have a portion of their revenues tied to Medicare reimbursement. In addition, there is a risk that these precedent-setting price reductions could influence other non-CMS payors' reimbursement rates for the same product categories. As a result, this is an additional risk factor which the company considers when assessing the collectability of accounts receivable.

The company has an agreement with 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 for events of default under the contracts. The company monitors the collections status of these contracts and has provided amounts for estimated losses in its allowances for doubtful accounts.

Goodwill, Intangible and Other Long-Lived Assets

Property, equipment, intangibles and certain other long-lived assets are amortized over their useful lives. Useful lives are based on management's estimates of the period that the assets will generate revenue. Under Intangibles-Goodwill and Other, ASC 350, goodwill and intangible assets deemed to have indefinite lives are subject to annual impairment tests. The company's measurement date for its annual goodwill impairment test is October 1 and the analysis is completed in the fourth quarter. Furthermore, goodwill and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Most of the company's goodwill and intangible assets relate to the company's Europe and Institutional Products Group reporting units which were profitable in 2019.

To review goodwill for impairment in accordance with ASC 350, the company first estimates the fair value of each reporting unit and compares the calculated fair value to the carrying value of each reporting unit. A reporting unit is defined as an operating segment or one level below. The company has determined that its reporting units are the same as its operating segments. The company completes its annual impairment tests in the fourth quarter of each year. To estimate the fair values of the reporting units, the company utilizes a discounted cash flow (DCF) method in which the company forecasts income statement and balance sheet amounts based on assumptions regarding future sales growth, profitability, inventory turns, days' sales outstanding, etc. to forecast future cash flows. The cash flows are discounted using a weighted average cost of capital discount rate where the cost of debt is based on quoted rates for 20-year debt of companies of similar credit risk and the cost of equity is based upon the 20-year treasury rate for the risk-free rate, a market risk premium, the industry average beta and a small cap stock adjustment. The discount rates used have a significant impact upon the discounted cash flow methodology utilized in the company's annual impairment testing as higher discount rates decrease the fair value estimates. The assumptions used are based on a market participant's point of view and yielded a discount rate of 11.88% in 2019 for the company's annual impairment analysis for the reporting units with goodwill compared to 12.41% in 2018 and 9.07% in 2017.

The company also utilizes an Enterprise Value (EV) to Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) method to compute the fair value of its reporting units which considers potential acquirers and their EV to EBITDA multiples adjusted by an estimated premium. While more weight is given to the discounted cash

57

Part II
 
MD&A - Accounting Estimates and Pronouncements
 
 
 
 
 

flow method, the EV to EBITDA method does provide corroborative evidence of the reasonableness of the discounted cash flow method results.

As part of the company's review of goodwill for impairment, the company also considers the potential for impairment of any other assets. In 2019, the company performed a review for potential impairments of any other assets and recognized an intangible impairment charge for the Institutional Products Group reporting unit, which is part of the North America segment, of $587,000 ($435,000 after-tax) compared to $583,000 ($431,000 after-tax) in 2018 related to a trademark with an indefinite life. No impairment of any asset was recognized in 2017. The fair value of the trademark was calculated using a relief from royalty payment methodology which requires applying an estimated market royalty rate to forecasted net sales and discounting the resulting cash flows to determine fair value.

While there was no indication of impairment in 2019 related to goodwill for the Europe or Institutional Products Group units, a future potential impairment is possible for any of the company's reporting units should actual results differ materially from forecasted results used in the valuation analysis. Furthermore, the company's annual valuation of goodwill can differ materially if the market inputs used to determine the discount rate change significantly. For instance, higher interest rates or greater stock price volatility would increase the discount rate and thus increase the chance of impairment. In consideration of this potential, the company reviewed the results if the discount rate used were 100 basis points higher for the 2019 impairment analysis and determined that there still would not be any indicator of potential impairment for the Europe or Institutional Products Group reporting units.

The company's intangible assets consist of intangible assets with defined lives as well as intangible assets with indefinite lives. Defined-lived intangible assets consist principally of customer lists and developed technology. The company's indefinite lived intangible assets consist entirely of trademarks.

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.
 
Product Liability

The company is essentially self-insured in North America for product liability exposures through its captive insurance company, Invatection Insurance Company, which currently has a policy year that runs from September 1 to August 31 and insures annual policy losses up to $10,000,000 per occurrence and $13,000,000 in the aggregate. The company also has additional layers of external insurance coverage, related to all lines of insurance coverage, insuring up to $75,000,000 in aggregate losses per policy year arising from individual claims anywhere in the world that exceed the captive insurance company policy limits or the limits of the company's per country foreign liability limits, as applicable. 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 other indicators. Additional reserves, in excess of the specific individual case reserves, are provided for incurred but not reported claims based upon actuarial valuations at the time such valuations are conducted. Historical claims experience and other assumptions are taken into consideration by the company in estimating the ultimate reserves. For example, the actuarial analysis assumes that historical loss experience is an indicator of future experience, that 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 awards and settlements on claims. While actuarial analysis is used to help determine adequate reserves, the company is responsible for the determination and recording of adequate reserves in accordance with accepted loss reserving standards and practices.

Warranty

Generally, the company's products are covered by assurance-type warranties 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 accrual 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

58

 
Part II
 
 
MD&A - Accounting Estimates and Pronouncements
 
 
 


recall, which could warrant additional warranty reserve provision. See Accrued Expenses in the Notes to the Consolidated Financial Statements for a reconciliation of the changes in the warranty accrual.

Accounting for Stock-Based Compensation

The company accounts for share based compensation under the provisions of Compensation—Stock Compensation, ASC 718. The company has not made any modifications to the terms of any previously granted awards and no changes have been made regarding the valuation methodologies or assumptions used to determine the fair value of awards granted and the company continues to use a Black-Scholes valuation model to value options granted. As of December 31, 2019, there was $16,722,000 of total unrecognized compensation cost from stock-based compensation arrangements, which is related to non-vested options and shares, and includes $8,453,000 related to restricted stock awards and $8,269,000 related to performance awards. 

Most of the options awarded have been granted at exercise prices equal to the market value of the underlying stock on the date of grant. Restricted stock awards granted without cost to the recipients are expensed on a straight-line basis over the vesting periods. Performance awards granted are expensed based on estimated achievement of the performance objectives over the relevant performance award periods.

Income Taxes

As part of the process of preparing its financial statements, the company is required to estimate income taxes in various jurisdictions. The process requires estimating the company's current tax liability, including assessing uncertainties related to tax return filing positions, as well as estimating temporary differences due to the different treatment of items for tax and accounting policies. The temporary differences are reported as deferred tax assets and or liabilities. The company also must estimate whether it will more likely than not realize its deferred tax assets and whether a valuation allowance should be established. The company's deferred tax assets are offset by a valuation allowance in the U.S., Australia, Switzerland and New Zealand. In the event that actual results differ from its estimates, the company's provision for income taxes could be materially impacted. The company does not believe that there is a substantial likelihood that materially different amounts would be reported related to its critical accounting policies.

On December 22, 2017 the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate
 
from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings, if any, of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; (5) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (6) creating a base erosion anti-abuse tax (BEAT), a new minimum tax, (7) creating a new limitation on deductible interest expense; and (8) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.

The SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act.  SAB 118 provides a measurement period that should not extend beyond one year form the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.

Accounting for Convertible Debt and Related Derivatives

In 2016 and 2017, the company issued $150,000,000 and $120,000,000 aggregate principal amount of the 2021 and 2022 Notes, respectively. In 2019, the company repurchased $16,000,000 in aggregate principal amount of 2021 Notes for cash and entered into separate privately negotiated agreements with certain holders of its 2021 Notes to exchange $72,909,000 in aggregate principal amount of 2021 Notes for aggregate consideration of $72,909,000 in aggregate principal amount of new 5.00% Convertible Senior Exchange Notes due 2024 of the company and $6,928,000 in cash. In connection with the offering of the 2021 Notes and 2022 Notes, the company entered into privately negotiated convertible note hedge transactions with certain counterparties. These transactions cover, subject to customary anti-dilution adjustments, the number of the company's common shares that will initially underlie the 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 Notes.

The company entered into separate, privately negotiated warrant transactions with the option counterparties at a higher strike price relating to the same

59

Part II
 
MD&A - Accounting Estimates and Pronouncements
 
 
 
 
 

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 and $21.4375 per share on the 2021 and 2022 Notes, respectively, and is subject to certain adjustments under the terms of the warrant transactions.

As a result of the repurchase of 2021 Notes in third quarter of 2019 and the exchange of 2021 Notes for new notes in the fourth quarter of 2019, a partial unwind of the note hedge options and warrants entered into with the issuance of the 2021 Notes also occurred during the fourth quarter of 2019. Note hedge options outstanding were reduced from the original number of 300,000 to 138,182 and warrants were reduced from the initial number of 9,007,380 to 3,860,624. The partial unwind of the note hedge options and warrants resulted in no net impact to cash or paid in capital.

The convertible debt conversion liabilities and the convertible note hedges were accounted for as derivatives and fair valued quarterly until no longer accounted for separately as a result of obtaining shareholder approval in May 2019 to settle the Notes with common shares. The warrants are included as equity. The fair value of the convertible debt conversion liabilities and the convertible note hedges were estimated using a lattice model incorporating the terms and conditions of the notes and considering, for example, changes in the prices of the company's common shares, company stock price volatility, risk-free rates and changes in market rates. The valuations were, among other things, subject to changes in both the company's credit worthiness and the counter-parties to the instruments as well as change in general market conditions.










 
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.

60

 
Part II
 
 
MD&A - Contractual Obligations
 
 
 


CONTRACTUAL OBLIGATIONS

The company's contractual obligations as of December 31, 2019 are as follows (in thousands):
 
Payments due by period
 
Total
 
Less than
1 year
 
1-3 years
 
3-5 years
 
More than
5 years
Purchase obligations (primarily computer systems contracts) (1)
$
235,138

 
$
27,598

 
$
59,240

 
$
56,840

 
$
91,460

4.500% Convertible Senior Subordinated Notes due 2022
133,050

 
5,400

 
127,650

 

 

4.500% Convertible Senior Subordinated Notes due 2024
90,680

 
3,645

 
7,291

 
79,744

 

5.00% Convertible Senior Subordinated Notes due 2021
64,528

 
3,055

 
61,473

 

 

Future lease obligations (2)
67,931

 
2,264

 
6,793

 
6,793

 
52,081

Capital lease obligations
39,753

 
3,785

 
6,017

 
4,897

 
25,054

Operating lease obligations
21,625

 
8,063

 
9,919

 
2,532

 
1,111

Product liability
16,150

 
2,736

 
6,414

 
3,019

 
3,981

Supplemental Executive Retirement Plan
5,824

 
391

 
782

 
782

 
3,869

Other, principally deferred compensation
5,354

 

 

 

 
5,354

Total
$
680,033

 
$
56,937

 
$
285,579

 
$
154,607

 
$
182,910

________________________
(1) In October 2019, the company entered into an agreement to outsource substantially all of the company’s information technology business service activities, including, among other things, support, rationalization and upgrading of the company’s legacy information technology systems and implementation of a global enterprise resource planning system and eCommerce platform.
(2) In December 2018, the company entered into a lease agreement in Germany. The lease is not expected to commence until April 2020.

The table does not include any payments related to liabilities recorded for uncertain tax positions as the company cannot make a reasonably reliable estimate as to the timing of any other payments. See Income Taxes in the Notes to the Consolidated Financial Statements included in this report.


61

Part II
 
Items 7 - 9
 
 
 
 
 


Item 7A.
Quantitative and Qualitative Disclosures about Market Risk.

The company is at times exposed to market risk through various financial instruments, including fixed rate and floating rate debt instruments. Based on December 31, 2019 debt levels, a 1% change in interest rates would have no impact on annual interest expense as the company did not have any variable rate debt outstanding. Additionally, the company operates internationally and, as a result, is exposed to foreign currency fluctuations. Specifically, the exposure results from intercompany loans, intercompany sales or payments and third-party sales or payments. In an attempt to reduce this exposure, foreign currency forward contracts are utilized to hedge intercompany purchases and sales as well as third-party purchases and sales. The company does not believe that any potential loss related to these financial instruments would have a material adverse effect on the company's financial condition or results of operations.

The company is party to the Credit Agreement which was originally entered into on January 16, 2015 and matures in January 2021, as extended by an amendment to the Credit Agreement which became effective on November 30, 2016. Accordingly, while the company is exposed to increases in interest rates, its exposure to the volatility of the current market environment is currently limited until the Credit Agreement expires. 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 ten consecutive days. Should the company fail to comply with these requirements, the company would potentially have to attempt to obtain alternative financing and thus likely be required to pay much higher interest rates.

As of December 31, 2019, the company had no borrowings outstanding under its Credit Agreement, which provides for a senior secured revolving credit facility for U.S. and Canadian borrowers of up to $100,000,000 at variable rates, subject to availability based on a borrowing base formula, and in addition provides for a revolving credit, letter of credit and swing line loan facility for European borrowers allowing borrowing up to an aggregate principal amount of $30,000,000 at variable rates, also subject to availability based on a borrowing base formula. As of December 31, 2019, the company had $61,091,000, $120,000,000 and $72,909,000 in principal amount outstanding of its fixed rate 2021 Notes, 2022 Notes and 2024 Notes, respectively.


 
Item 8.
Financial Statements and Supplementary Data.

Reference is made to the Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Consolidated Statement of Comprehensive Loss, Consolidated Statement of Cash Flows, Consolidated Statement of Shareholders' Equity, Notes to Consolidated Financial Statements and Financial Statement Schedule, which appear on pages 73 to 133 of this Annual Report on Form 10-K.

Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.

Item 9A.    Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
As of December 31, 2019, 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 December 31, 2019, 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 Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

(b) Management's Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining a system of adequate internal control over financial reporting that provides reasonable assurance that assets are safeguarded and that transactions are authorized, recorded and reported properly. The system includes self-monitoring mechanisms; regular testing by the company's internal auditors; a Code of Conduct; written policies and procedures; and a careful selection and training of employees. Actions are taken to correct deficiencies as they are identified. An effective internal control system, no matter how well designed, has inherent limitations—including the possibility of the circumvention or overriding of controls—and therefore can provide only reasonable assurance that errors and fraud

62

 
Part II
 
 
Items 7 - 9
 
 
 


that can be material to the financial statements are prevented or would be detected on a timely basis. Further, because of changes in conditions, internal control system effectiveness may vary over time.

Management's assessment of the effectiveness of the company's internal control over financial reporting is based on the Internal Control—Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

In management's opinion, internal control over financial reporting is effective as of December 31, 2019.

(c) Attestation Report of the Independent Registered Public Accounting Firm
The company's independent registered public accounting firm, Ernst & Young LLP, audited the company's internal control over financial reporting and, based on that audit, issued its report regarding the company's internal control over financial reporting, which is included in this Annual Report on Form 10-K on page 74.

(d) Changes in Internal Control Over Financial Reporting
There have been no changes in the company’s internal control over financial reporting 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.



























 
Item 9B.    Other Information.
None.

63

Part III
 
Items 10 - 14
 
 
 
 
 


Item 10.
Directors, Executive Officers and Corporate Governance.

Information required by Item 10 as to the executive officers of the company is included in Part I of this Annual Report on Form 10-K. The other information required by Item 10 as to the directors of the company, the Audit Committee, the Audit Committee financial experts, the procedures by which security holders may recommend nominees to the Board of Directors, compliance with Section 16(a) of the Exchange Act, code of ethics and corporate governance is incorporated herein by reference to the information set forth under the captions “Election of Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” in the company's definitive Proxy Statement on Schedule 14A for the 2020 Annual Meeting of Shareholders.

Item 11.        Executive Compensation.

The information required by Item 11 is incorporated by reference to the information set forth under the captions “Corporate Governance”, “Executive Compensation” and “CEO Pay Ratio” in the company's definitive Proxy Statement on Schedule 14A for the 2020 Annual Meeting of Shareholders.

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

The information required by Item 12 is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Holders and Management” in the company's definitive Proxy Statement on Schedule 14A for the 2020 Annual Meeting of Shareholders.

Information regarding the securities authorized for issuance under the company's equity compensation plans is incorporated by reference to the information set forth under the captions “Equity Compensation Plan Information” in the company's definitive Proxy Statement on Schedule 14A for the 2020 Annual Meeting of Shareholders.












 
Item 13.
Certain Relationships and Related Transactions, and Director Independence.

The information required by Item 13 is incorporated by reference to the information set forth under the caption “Certain Relationships and Related Transactions” in the company's definitive Proxy Statement on Schedule 14A for the 2020 Annual Meeting of Shareholders.

Item 14.
Principal Accountant Fees and Services.

The information required by Item 14 is incorporated by reference to the information set forth under the caption “Independent Registered Public Accounting Firm Fees and Services” in the company's definitive Proxy Statement on Schedule 14A for the 2020 Annual Meeting of Shareholders.


64

 
Part IV
 
 
Items 15 - 16
 
 
 



Item 15.        Exhibits and Financial Statement Schedules.

(a)(1) Financial Statements.
The following financial statements of the company are included in Part II, Item 8:
Consolidated Statement of Comprehensive Loss—years ended December 31, 2019, 2018 and 2017
Consolidated Balance Sheet—December 31, 2019 and 2018
Consolidated Statement of Cash Flows—years ended December 31, 2019, 2018 and 2017
Consolidated Statement of Shareholders' Equity—years ended December 31, 2019, 2018 and 2017
Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedules.
The following financial statement schedule of the company is included in Part II, Item 8:
Schedule II—Valuation and Qualifying Accounts
All other schedules have been omitted because they are not applicable or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto.

(a)(3) Exhibits.
See Exhibit Index at page number 66 of this Annual Report on Form 10-K.

Item 16.        Form 10-K Summary.

None.




Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized as of March 9, 2020.
 
 
INVACARE CORPORATION
 
 
 
 
By:
/s/    MATTHEW E. MONAGHAN
 
 
Matthew E. Monaghan
 
 
Chairman of the Board of Directors, President and Chief Executive Officer


65

Exhibit Index
 
 
 
 
 
 
 

INVACARE CORPORATION
Report on Form 10-K for the fiscal year ended December 31, 2019.

Official
Exhibit No.
Description
 
Sequential
Page No.
Membership Interest Purchase Agreement among Invacare Continuing Care, Inc., Invacare Corporation and Joerns Healthcare Parent, LLC, dated July 2, 2015. (Pursuant to Item 601(b)(2) of Regulation S-K, the registrant hereby agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the agreement.)
 
(A)
Share Purchase Agreement among Invacare Corporation, Garden City Medical Inc. and Compass Health Brands Corp., dated September 30, 2016. (Pursuant to Item 601(b)(2) of Regulation S-K, the registrant hereby agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the agreement.)
 
(B)
Securities Purchase Agreement among Allied Motion Christchurch Limited, Invacare Holdings New Zealand and Invacare Corporation, dated March 6, 2020. (Pursuant to Item 601(b)(2) of Regulation S-K, the registrant hereby agrees to supplementally furnish to the Securities and Exchange Commission upon request any omitted schedule or exhibit to the agreement.)
 
(OO)
Second Amended and Restated Articles of Incorporation
 
(C)
Second Amended and Restated Code of Regulations, as amended
 
(D)
Amendment No. 1 to the Second Amended and Restated Articles of Incorporation
 
(E)
Specimen Share Certificate for Common Shares
 
(F)
Specimen Share Certificate for Class B Common Shares
 
(F)
Indenture, dated as of February 23, 2016, by and between Invacare Corporation and Wells Fargo Bank, National Association (including the form of the 5.00% Convertible Senior Notes due 2021).
 
(G)
Indenture, dated as of June 14, 2017, by and between Invacare Corporation and Wells Fargo Bank, National Association (including the form of the 4.50% Convertible Senior Notes due 2022).
 
(H)
Indenture, dated as of November 19, 2019, by and between Invacare Corporation and Wells Fargo Bank, N.A., as Trustee (including the form of the 5.00% Convertible Senior Exchange Notes due 2024).
 
(I)
Description of Securities Registered Under the Exchange Act.
 
 
Invacare Retirement Savings Plan, effective January 1, 2001, as amended
 
(J)*
Invacare Corporation 401(K) Plus Benefit Equalization Plan, effective January 1, 2003, as amended and restated
 
(J)*
Invacare Corporation Deferred Compensation Plus Plan, effective January 1, 2005, as amended August 19, 2009 and on November 23, 2010
 
(K)*
Amendment No. 3 to Invacare Corporation Deferred Compensation Plus Plan, effective January 1, 2005
 
(L)*
Invacare Corporation Death Benefit Only Plan, effective January 1, 2005, as amended
 
(J)*
Supplemental Executive Retirement Plan, as amended and restated effective February 1, 2000
 
(M)*
Cash Balance Supplemental Executive Retirement Plan, as amended and restated, effective December 31, 2008
 
(N)*
Amendment No. 1 to the Cash Balance Supplemental Executive Retirement Plan, effective August 19, 2009
 
(O)*
Form of Participation Agreement, for current participants in the Cash Balance Supplemental Executive Retirement Plan, as of December 31, 2008, entered into by and between the company and certain participants and a schedule of all such agreements with participants
 
(P)*
Invacare Corporation Amended and Restated 2003 Performance Plan
 
(O)*
Form of Director Stock Option Award under Invacare Corporation 2003 Performance Plan
 
(J)*

66

 
Exhibit Index
 
 
 
 
 
 


Official
Exhibit No.
Description
 
Sequential
Page No.
Form of Director Deferred Option Award under Invacare Corporation 2003 Performance Plan
 
(K)*
Form of Restricted Stock Award under Invacare Corporation 2003 Performance Plan
 
(L)
Form of Stock Option Award under Invacare Corporation 2003 Performance Plan
 
(J)*
Form of Executive Stock Option Award under Invacare Corporation 2003 Performance Plan
 
(J)*
Form of Switzerland Stock Option Award under Invacare Corporation 2003 Performance Plan
 
(J)*
Form of Switzerland Executive Stock Option Award under Invacare Corporation 2003 Performance Plan
 
(J)*
Invacare Corporation 2013 Equity Compensation Plan
 
(Q)
Amendment No. 1 to the Invacare Corporation 2013 Equity Compensation Plan
 
(R)*
Form of Executive Stock Option Award under the Invacare Corporation 2013 Equity Compensation Plan
 
(S)
Form of Stock Option Award under the Invacare Corporation 2013 Equity Compensation Plan
 
(S)
Form of Executive Stock Option Award for Swiss Employees under the Invacare Corporation 2013 Equity Compensation Plan
 
(S)
Form of Stock Option Award for Swiss Employees under the Invacare Corporation 2013 Equity Compensation Plan
 
(S)
Form of Director Restricted Stock Award under the Invacare Corporation 2013 Equity Compensation Plan
 
(S)
Form of Restricted Stock Award under the Invacare Corporation 2013 Equity Compensation Plan
 
(S)
Form of Performance Share Award Agreement under the Invacare Corporation 2013 Equity Compensation Plan
 
(T)
Form of Restricted Stock Award Agreement for Employees under the Invacare Corporation 2013 Equity Compensation Plan
 
(U)
Form of Director Restricted Stock Unit under the Invacare Corporation 2013 Equity Compensation Plan
 
(V)
Invacare Corporation Executive Incentive Bonus Plan, as amended and restated
 
(R)*
Employment Agreement, dated as of January 21, 2015, by and between the company and Matthew E. Monaghan.
 
(W)*
Letter Agreement, dated as of February 20, 2018, by and between Invacare Corporation and Kathleen P. Leneghan.
 
(X)*
Letter agreement, dated as of July 31, 2008, by and between the company and Anthony C. LaPlaca.
 
(P)*
Employment Agreement, dated as of October 21, 2016, by and between the company and Ralf Ledda.
 
(V)
Change of Control Agreement, dated as of December 31, 2008, by and between the company and Anthony C. LaPlaca
 
(Y)
Form of Change of Control Agreement entered into by and between the company and certain of its executive officers and schedule of all such agreements with certain executive officers
 
(Z)*
Technical Information & Non-Competition Agreement, dated April 1, 2015, entered into by and between the company and Matthew E. Monaghan
 
(P)*
Technical Information & Non-Competition Agreement, dated April 6, 2008, entered into by and between the company and Robert K. Gudbranson
 
(P)*
Technical Information & Non-Competition Agreement entered into by and between the company and certain of its executive officers and schedule of all such agreements with executive officers
 
(Z)*

67

Exhibit Index
 
 
 
 
 
 
 

Official
Exhibit No.
Description
 
Sequential
Page No.
Indemnity Agreement, dated April 1, 2015, entered into by and between the company and Matthew E. Monaghan.
 
(P)*
Form of Indemnity Agreement entered into by and between the company and its directors and certain of its executive officers and schedule of all such agreements with directors and executive officers
 
(Z)*
Form of Rule 10b5-1 Sales Plan entered into between the company and certain of its executive officers and other employees and a schedule of all such agreements with executive officers and other employees
 
(K)
Director Compensation Schedule
 
*
2012 Non-employee Directors Deferred Compensation Plan, effective January 1, 2012, Amended and Restated as of November 17, 2016
 
(V)
Retirement Agreement and Release, dated as of November 14, 2014, by and between Invacare Corporation and A. Malachi Mixon, III.
 
(AA)*
Purchase and Sale Agreement, dated as of February 24, 2015, by and between the company and Industrial Realty Group, LLC.
 
(BB)
Form of Lease Agreement by and among the company and the affiliates of
Industrial Realty Group, LLC named therein.
 
(BB)
Amended and Restated Revolving Credit and Security Agreement, dated as of September 30, 2015, by and among the company, the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto, PNC Bank, National Association, as administrative agent, JP Morgan Chase Bank, N.A. and J.P. Morgan Europe Limited, as European agent.
 
(CC)
First Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of February 16, 2016, by and among the company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as administrative agent, and J.P. Morgan Europe Limited, as European agent.
 
(DD)
Second Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of May 3, 2016 by and among the company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as administrative agent, and J.P. Morgan Europe Limited, as European agent.
 
(V)
Third Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of September 30, 2016, by and among the company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as administrative agent, and J.P. Morgan Europe Limited, as European agent.
 
(V)
Fourth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of November 30, 2016, by and among the company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as agent for the lenders, and J.P. Morgan Europe Limited, as European agent for the lenders.
 
(EE)
Waiver and Fifth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of November 30, 2016, by and among the company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as agent for the lenders, and J.P. Morgan Europe Limited, as European agent for the lenders.
 
10(FF)
Sixth Amendment to Amended and Restated Revolving Credit and Security Agreement, dated as of November 13, 2019, by and among the company, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as agent for the lenders, and J.P. Morgan Europe Limited, as European agent for the lenders.
 
10(I)
Call Option Transaction Confirmation entered into between JPMorgan Chase Bank, National Association, London Branch and Invacare Corporation as of February 17, 2016
 
(G)
Call Option Transaction Confirmation entered into between Wells Fargo Bank, National Association and Invacare Corporation as of February 17, 2016
 
(G)
Warrants Confirmation between Invacare Corporation to JPMorgan Chase Bank, National Association, London Branch as of February 17, 2016
 
(G)
Warrants Confirmation between Invacare Corporation to Wells Fargo Bank, National Association as of February 17, 2016
 
(G)

68

 
Exhibit Index
 
 
 
 
 
 


Official
Exhibit No.
Description
 
Sequential
Page No.
Additional Call Option Transaction Confirmation, dated March 4, 2016, between JPMorgan Chase Bank, National Association, London Branch and Invacare Corporation.
 
(GG)
Additional Call Option Transaction Confirmation, dated March 4, 2016, between Wells Fargo Bank, National Association and Invacare Corporation.
 
(GG)
Additional Warrants Confirmation, dated March 4, 2016, between JPMorgan Chase Bank, National Association, London Branch and Invacare Corporation.
 
(GG)
Additional Warrants Confirmation, dated March 4, 2016, between Wells Fargo Bank, National Association and Invacare Corporation.
 
(GG)
Partial Unwind Agreement, dated as of November 26, 2019, between Invacare Corporation and JPMorgan Chase Bank, National Association, London Branch.
 
 
Partial Unwind Agreement, dated as of November 22, 2019, between Invacare Corporation and Wells Fargo Bank, National Association.
 
 
Form of Performance-Based Stock Option Award under Invacare Corporation 2013 Equity Compensation Plan.
 
(HH)
Base Call Option Transaction Confirmation, dated June 8, 2017, between Goldman Sachs & Co. LLC and Invacare Corporation.
 
10(H)
Base Warrants Confirmation, dated June 8, 2017, between Goldman Sachs & Co. LLC and Invacare Corporation.
 
10(H)
Additional Call Option Transaction Confirmation, dated June 9, 2017, between Goldman Sachs & Co. LLC and Invacare Corporation.
 
10(H)
Additional Warrants Confirmation, dated June 9, 2017, between Goldman Sachs & Co. LLC and Invacare Corporation.
 
10(H)
Separation Agreement and Release by and between Invacare Corporation and Patricia A. Stumpp.
 
10(II)*
Invacare Corporation 2018 Equity Compensation Plan
 
10(JJ)
Amendment No. 1 to Invacare Corporation 2018 Equity Compensation Plan
 
10(E)*
Form of Restricted Stock Award under Invacare Corporation 2018 Equity Compensation Plan
 
10(KK)
Form of Restricted Stock Unit Award under Invacare Corporation 2018 Equity Compensation Plan
 
10(KK)
Form of Director Restricted Stock Unit Award under Invacare Corporation 2018 Equity Compensation Plan
 
10(KK)
Form of Performance Award under Invacare Corporation 2018 Equity Compensation Plan
 
10(KK)
Form of Performance Unit Award under Invacare Corporation 2018 Equity Compensation Plan
 
10(KK)
Letter agreement, dated as of May 9, 2018, by and between the company and Darcie L. Karol
 
10(KK)*
Separation Agreement and Release by and between Invacare Corporation and Dean J. Childers
 
10(LL)*
Omnibus Amendment
 
10(Z)
Master Information Technology Services Agreement by and between Invacare Corporation and Birlasoft Solutions, Inc. effective October 1, 2019.
 
10(MM)
Subsidiaries of the company
 
 
Consent of Independent Registered Public Accounting Firm
 
 
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
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
 
 

69

Exhibit Index
 
 
 
 
 
 
 

Official
Exhibit No.
Description
 
Sequential
Page No.
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
 
 
Consent Decree of Permanent Injunction, as filed with the U.S. District Court for the Northern District of Ohio on December 20, 2012.
 
(NN)
101.INS**
Inline XBRL instance document
 
 
101.SCH**
Inline XBRL taxonomy extension schema
 
 
101.CAL**
Inline XBRL taxonomy extension calculation linkbase
 
 
101.DEF**
Inline XBRL taxonomy extension definition linkbase
 
 
101.LAB**
Inline XBRL taxonomy extension label linkbase
 
 
101.PRE**
Inline XBRL taxonomy extension presentation linkbase
 
 
104
Cover Page Interactive Data File - The cover page from the company's Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (included in Exhibit 101).
 
 
________________________
*
Management contract, compensatory plan or arrangement
**
Filed herewith






 
(A)
Reference is made to Exhibit 2.1 of the company report on Form 8-K, dated July 2, 2015, which Exhibit is incorporated herein by reference.
(B)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated October 3, 2016, which Exhibit is incorporated herein by reference.
(C)
Reference is made to Exhibit 3(a) of the company report on Form 10-K for the fiscal year ended December 31, 2008, which Exhibit is incorporated herein by reference.
(D)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated February 13, 2014, which Exhibit is incorporated herein by reference.
(E)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated May 16, 2019, which Exhibit is incorporated herein by reference.
(F)
Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2005, which Exhibit is incorporated herein by reference.
(G)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated February 23, 2016, which Exhibit is incorporated herein by reference.
(H)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated June 8, 2017, which Exhibit is incorporated herein by reference.
(I)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated November 13, 2019, which Exhibit is incorporated herein by reference.
(J)
Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2007, which Exhibit is incorporated herein by reference.
(K)
Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2010, which Exhibit is incorporated herein by reference.
(L)
Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2011, which Exhibit is incorporated herein by reference.
(M)
Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2004, which Exhibit is incorporated herein by reference.
(N)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated December 31, 2008, which Exhibit is incorporated herein by reference.
(O)
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated May 21, 2009, which Exhibit is incorporated herein by reference.

70

 
Exhibit Index
 
 
 
 
 
 


(P)
Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2015, which Exhibit is incorporated herein by reference.
(Q)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated May 16, 2013, which Exhibit is incorporated herein by reference.
(R)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated May 14, 2015, which Exhibit is incorporated herein by reference.
(S)
Reference is made to the appropriate Exhibit of the company report on Form 10-Q, for the fiscal quarter ended September 30, 2013, which Exhibit is incorporated herein by reference.
(T)
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated March 7, 2014, which Exhibit is incorporated herein by reference.
(U)
Reference is made to Exhibit 10.2 of the company report on Form 8-K, dated March 7, 2014, which Exhibit is incorporated herein by reference.
(V)
Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2016, which Exhibit is incorporated herein by reference.
(W)
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated January 21, 2015, which Exhibit is incorporated herein by reference.
(X)
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated February 22, 2018, which Exhibit is incorporated herein by reference.
(Y)
Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2017, which Exhibit is incorporated herein by reference.
(Z)
Reference is made to the appropriate Exhibit of the company report on Form 10-K for the fiscal year ended December 31, 2018, which Exhibit is incorporated herein by reference.
(AA)
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated November 14, 2014, which Exhibit is incorporated herein by reference.
(BB)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated April 23, 2015, which Exhibit is incorporated herein by reference.
(CC)
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated September 30, 2015, which Exhibit is incorporated herein by reference.
(DD)
Reference is made to Exhibit 10.1 of the company report on Form 8-K, dated February 16, 2016, which Exhibit is incorporated herein by reference.
(EE)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated November 30, 2016, which Exhibit is incorporated herein by reference.
(FF)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated June 7, 2017, which Exhibit is incorporated herein by reference.
(GG)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated March 7, 2016, which Exhibit is incorporated herein by reference.
(HH)
Reference is made to the appropriate Exhibit of the company report on Form 10-Q, for the fiscal quarter ended March 31, 2017, which Exhibit is incorporated herein by reference.
(II)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated December 14, 2017, which Exhibit is incorporated herein by reference.
(JJ)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated May 18, 2018, which Exhibit is incorporated herein by reference.
(KK)
Reference is made to the appropriate Exhibit of the company report on Form 10-Q, for the fiscal quarter ended June 30, 2018, which Exhibit is incorporated herein by reference.
(LL)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated October 10, 2018, which Exhibit is incorporated herein by reference.
(MM)
Reference is made to the appropriate Exhibit of the company report on Form 10-Q, for the fiscal quarter ended September 30, 2019, which Exhibit is incorporated herein by reference.
(NN)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated December 20, 2012, which Exhibit is incorporated herein by reference.
(OO)
Reference is made to the appropriate Exhibit of the company report on Form 8-K, dated March 9, 2020, which Exhibit is incorporated herein by reference.


71

Signatures
 
 
 
 
 
 
 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of March 9, 2020.
 
 
 
Signature
  
Title
 
 
/s/    MATTHEW E. MONAGHAN
  
Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)
Matthew E. Monaghan
 
 
 
 
/s/    KATHLEEN P. LENEGHAN
 
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Kathleen P. Leneghan
 
 
 
 
/s/    SUSAN H. ALEXANDER       
  
Director
Susan H. Alexander
 
 
 
 
/s/    JULIE A. BECK
  
Director
Julie A. Beck
 
 
 
 
/s/    PETRA DANIELSOHN-WEIL, PhD
  
Director
Petra Danielsohn-Weil, PhD
 
 
 
 
 
/s/    DIANA S. FERGUSON
  
Director
Diana S. Ferguson
 
 
 
 
 
/s/    MARC M. GIBELEY
  
Director
Marc M. Gibeley
 
 
 
 
/s/    C. MARTIN HARRIS, M.D.       
  
Director
C. Martin Harris, M.D.
 
 
 
 
/s/    CLIFFORD D. NASTAS       
  
Director
Clifford D. Nastas
 
 
 
/s/ BAIJU R. SHAH
 
Director
Baiju R. Shah
 
 



72

 
Reports of Independent Registered Public Accounting Firm
 
 
 
 
 
 



To the Shareholders and Board of Directors of Invacare Corporation

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Invacare Corporation and subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated statements of comprehensive loss, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a), (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 9, 2020 expressed an unqualified opinion thereon.

Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 1984.

Cleveland, Ohio
March 9, 2020


 


73

Reports of Independent Registered Public Accounting Firm
 
 
 
 
 
 
 



To the Shareholders and Board of Directors of Invacare Corporation

Opinion on Internal Control over Financial Reporting
We have audited Invacare Corporation and subsidiaries' internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Invacare Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of comprehensive loss, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated March 9, 2020 expressed an unqualified opinion thereon.

Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying “Management's Annual Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Cleveland, Ohio
March 9, 2020



74

 
Financial Statements
 
 
Consolidated Statements of Comprehensive Loss
 
 
 


INVACARE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
 
 
Years Ended December 31,
 
2019
 
2018
 
2017
 
(In thousands, except per share data)
Net sales
$
927,964

 
$
972,347

 
$
966,497

Cost of products sold
665,897

 
704,671

 
697,246

Gross Profit
262,067

 
267,676

 
269,251

Selling, general and administrative expenses
260,061

 
281,906

 
296,816

Charges related to restructuring activities
11,829

 
3,481

 
12,274

Impairment of an intangible asset
587

 
583

 
320

Operating Loss
(10,410
)
 
(18,294
)
 
(40,159
)
Net loss (gain) on convertible debt derivatives
(1,197
)
 
(11,994
)
 
3,657

Loss on debt extinguishment including debt finance charges and fees
6,165

 

 

Interest expense
29,076

 
28,336

 
22,907

Interest income
(429
)
 
(534
)
 
(473
)
Loss Before Income Taxes
(44,025
)
 
(34,102
)
 
(66,250
)
Income tax provision
9,302

 
9,820

 
10,291

Net Loss
$
(53,327
)
 
$
(43,922
)
 
$
(76,541
)
Net Loss per Share—Basic
$
(1.59
)
 
$
(1.33
)
 
$
(2.34
)
Weighted Average Shares Outstanding—Basic
33,594

 
33,124

 
32,752

Net Loss per Share—Assuming Dilution
$
(1.59
)
 
$
(1.33
)
 
$
(2.34
)
Weighted Average Shares Outstanding—Assuming Dilution
33,642

 
33,543

 
33,216

Net Loss
$
(53,327
)
 
$
(43,922
)
 
$
(76,541
)
Other comprehensive income (loss):
 
 
 
 
 
Foreign currency translation adjustments
(8,499
)
 
(30,858
)
 
54,591

Defined benefit plans:
 
 
 
 
 
Amortization of prior service costs and unrecognized losses
(596
)
 
4,949

 
3,596

Deferred tax adjustment resulting from defined benefit plan activity
48

 
(51
)
 
(67
)
Valuation reserve associated with defined benefit plan activity
(48
)
 
51

 
67

Current period gain (loss) on cash flow hedges
(571
)
 
1,894

 
(2,088
)
Deferred tax benefit (loss) related to gain (loss) on cash flow hedges
1

 
(62
)
 
106

Other Comprehensive Income (Loss)
(9,665
)
 
(24,077
)
 
56,205

Comprehensive Loss
$
(62,992
)
 
$
(67,999
)
 
$
(20,336
)

See notes to consolidated financial statements.

75

Financial Statements
 
Consolidated Balance Sheets
 
 
 
 
 

INVACARE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
 
 
December 31,
2019
 
December 31,
2018
Assets
(In thousands)
Current Assets
 
 
 
Cash and cash equivalents
$
80,063

 
$
116,907

Trade receivables, net
116,669

 
119,743

Installment receivables, net
736

 
1,574

Inventories, net
120,500

 
128,123

Other current assets
37,909

 
31,063

Total Current Assets
355,877

 
397,410

Other Assets
4,216

 
6,360

Intangibles
26,447

 
26,506

Property and Equipment, net
46,607

 
45,984

Financing Lease Assets, net
26,900

 
28,322

Operating Lease Assets, net
18,676

 

Goodwill
373,403

 
381,273

Total Assets
$
852,126

 
$
885,855

Liabilities and Shareholders' Equity
 
 
 
Current Liabilities
 
 
 
Accounts payable
$
88,003

 
$
92,469

Accrued expenses
120,947

 
99,867

Current taxes payable
345

 
3,762

Short-term debt and current maturities of long-term obligations
58

 

Current portion of financing lease obligations
2,514

 
2,110

Current portion of operating lease obligations
6,790

 

Total Current Liabilities
218,657

 
198,208

Long-Term Debt
219,464

 
225,733

Finance Lease Long-term Obligations
26,480

 
27,802

Operating Leases Long-term Obligations
12,060

 

Other Long-Term Obligations
66,949

 
74,965

Shareholders' Equity
 
 
 
Preferred Shares (Authorized 300 shares; none outstanding)

 

Common Shares (Authorized 150,000 shares; 37,609 and 37,010 issued and outstanding in 2019 and 2018, respectively)—no par
9,588

 
9,419

Class B Common Shares (Authorized 12,000 shares; 6 issued and outstanding in 2019 and 2018)—no par
2

 
2

Additional paid-in-capital
312,650

 
297,919

Retained earnings
87,475

 
142,447

Accumulated other comprehensive income
3,128

 
12,793

Treasury shares (3,953 and 3,841 shares in 2019 and 2018, respectively)
(104,327
)
 
(103,433
)
Total Shareholders' Equity
308,516

 
359,147

Total Liabilities and Shareholders' Equity
$
852,126

 
$
885,855


See notes to consolidated financial statements.

76

 
Financial Statements
 
 
Consolidated Statements of Cash Flows
 
 
 

INVACARE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
 
Years Ended December 31,
 
2019
 
2018
 
2017
Operating Activities
(In thousands)
Net loss
$
(53,327
)
 
$
(43,922
)
 
$
(76,541
)
Adjustments to reconcile net earnings to net cash used by operating activities:
 
 
 
 
 
Depreciation and amortization
15,563

 
15,556

 
14,631

Amortization operating lease right of use assets
8,927

 

 

Provision for losses on trade and installment receivables
955

 
2,029

 
2,042

Benefit for deferred income taxes
(830
)
 
(2,800
)
 
(4,370
)
Provision (benefit) for other deferred liabilities
1,144

 
(121
)
 
589

Provision for equity compensation
11,110

 
5,283

 
7,347

Loss (gain) on disposals of property and equipment
182

 
928

 
(87
)
Loss on debt extinguishment including debt finance charges and associated fees
6,165

 

 

Impairment of an intangible asset
587

 
583

 
320

Amortization of convertible debt discount
12,325

 
11,608

 
8,811

Amortization of debt fees
2,384

 
2,489

 
2,220

Net loss (gain) on convertible debt derivatives
(1,197
)
 
(11,994
)
 
3,657

Changes in operating assets and liabilities:
 
 
 
 
 
Trade receivables
1,474

 
(666
)
 
2,395

Installment sales contracts, net
434

 
(603
)
 
(930
)
Inventories
6,466

 
(11,497
)
 
22,263

Other current assets
(7,314
)
 
(873
)
 
1,925

Accounts payable
(3,603
)
 
4,505

 
(2,168
)
Accrued expenses
2,276

 
(17,158
)
 
(5,711
)
Other long-term liabilities
(978
)
 
230

 
(2,167
)
Net Cash Provided (Used) by Operating Activities
2,743

 
(46,423
)
 
(25,774
)
Investing Activities
 
 
 
 
 
Purchases of property and equipment
(10,874
)
 
(9,823
)
 
(14,569
)
Proceeds from sale of property and equipment
73

 
40

 
369

Advance Payment from Sale of Property

 
3,524

 

Decrease in other long-term assets
(781
)
 
(116
)
 
(361
)
Other
(32
)
 
12

 
(87
)
Net Cash Used by Investing Activities
(11,614
)
 
(6,363
)
 
(14,648
)
Financing Activities
 
 
 
 
 
Proceeds from revolving lines of credit and long-term borrowings

 

 
95,220

Repurchases of convertible debt and capital lease payments
(17,196
)
 
(1,493
)
 
(16,308
)
Proceeds from exercise of stock options

 
2,626

 
2,676

Payment of financing costs
(1,278
)
 

 
(4,711
)
Payment of dividends
(1,645
)
 
(1,630
)
 
(1,604
)
Issuance of warrants

 

 
14,100

Payments to debt holders
(6,928
)
 

 

Purchases of treasury shares
(894
)
 
(2,427
)
 
(1,276
)
Net Cash Provided (Used) by Financing Activities
(27,941
)
 
(2,924
)
 
88,097

Effect of exchange rate changes on cash
(32
)
 
(3,911
)
 
4,619

Increase (decrease) in cash and cash equivalents
(36,844
)
 
(59,621
)
 
52,294

Cash and cash equivalents at beginning of year
116,907

 
176,528

 
124,234

Cash and cash equivalents at end of year
$
80,063

 
$
116,907

 
$
176,528


See notes to consolidated financial statements.

77

Financial Statements
 
Consolidated Statements of Shareholders' Equity
 
 
 
 
 

INVACARE CORPORATION AND SUBSIDIARIES
Consolidated Statement of Shareholders' Equity
(In thousands)
Common
Stock
 
Class B
Stock
 
Additional
Paid-in-
Capital
 
Retained
Earnings
 
Accumulated Other
Comprehensive
Earnings
 
Treasury
Stock
 
Total
January 1, 2017 Balance
$
8,974

 
$
183

 
$
266,151

 
$
266,144

 
$
(19,335
)
 
$
(99,730
)
 
$
422,387

Exercise of stock options
48

 

 
2,628

 

 

 
(65
)
 
2,611

Performance awards

 

 
1,834

 

 

 

 
1,834

Non-qualified stock options

 

 
865

 

 

 

 
865

Restricted stock awards
101

 

 
4,547

 

 

 
(1,211
)
 
3,437

Conversion from Class B to Common Stock
181

 
(181
)
 

 

 

 

 

Net loss

 

 

 
(76,541
)
 

 

 
(76,541
)
Foreign currency translation adjustments

 

 

 

 
54,591

 

 
54,591

Unrealized loss on cash flow hedges

 

 

 

 
(1,982
)
 

 
(1,982
)
Defined benefit plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of prior service costs and unrecognized losses and credits

 

 

 

 
3,596

 

 
3,596

Total comprehensive loss

 

 

 

 

 

 
(20,336
)
Issuance of warrants

 

 
14,100

 

 

 

 
14,100

Dividends

 

 

 
(1,604
)
 

 

 
(1,604
)
December 31, 2017 Balance
9,304

 
2

 
290,125

 
187,999

 
36,870

 
(101,006
)
 
423,294

Exercise of stock options
46

 

 
2,580

 

 

 
(919
)
 
1,707

Performance awards

 

 
777

 

 

 

 
777

Non-qualified stock options

 

 
201

 

 

 

 
201

Restricted stock awards
69

 

 
4,236

 

 

 
(1,508
)
 
2,797

Net loss

 

 

 
(43,922
)
 

 

 
(43,922
)
Foreign currency translation adjustments

 

 

 

 
(30,858
)
 

 
(30,858
)
Unrealized loss on cash flow hedges

 

 

 

 
1,832

 

 
1,832

Defined benefit plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of prior service costs and unrecognized losses and credits

 

 

 

 
4,949

 

 
4,949

Total comprehensive loss

 

 

 

 

 

 
(67,999
)
Dividends

 

 

 
(1,630
)
 

 

 
(1,630
)
December 31, 2018 Balance
9,419

 
2

 
297,919

 
142,447

 
12,793

 
(103,433
)
 
359,147

Performance awards
29

 

 
4,370

 

 

 
(348
)
 
4,051

Non-qualified stock options

 

 
1,939

 

 

 

 
1,939

Restricted stock awards
140

 

 
4,632

 

 

 
(546
)
 
4,226

Net loss

 

 

 
(53,327
)
 

 

 
(53,327
)
Foreign currency translation adjustments

 

 

 

 
(8,499
)
 

 
(8,499
)
Unrealized loss on cash flow hedges

 

 

 

 
(570
)
 

 
(570
)
Defined benefit plans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of prior service costs and unrecognized losses and credits

 

 

 

 
(596
)
 

 
(596
)
Total comprehensive loss

 

 

 

 

 

 
(62,992
)
Convertible debt derivative adjustments
 
 
 
 
(220
)
 
 
 
 
 
 
 
(220
)
Exchange of convertible notes
 
 
 
 
4,010

 
 
 
 
 
 
 
4,010

Dividends

 

 

 
(1,645
)
 

 

 
(1,645
)
December 31, 2019 Balance
$
9,588

 
$
2

 
$
312,650

 
$
87,475

 
$
3,128

 
$
(104,327
)
 
$
308,516


See notes to consolidated financial statements.

78

 
Notes to Financial Statements
 
 
Accounting Policies
 
 
 



Accounting Policies

Nature of Operations: Invacare Corporation is a leading manufacturer and distributor of medical equipment used in the home based upon the company's distribution channels, breadth of product line and 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 continuing care markets.

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 December 31, 2019 and the results of its operations and changes in its cash flow for the years ended December 31, 2019, 2018 and 2017, respectively. Certain foreign subsidiaries, represented by the European segment, are consolidated using a November 30 fiscal year 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.

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.

Cash and Cash Equivalents: The company's policy is to treat investments that are readily convertible to cash and with maturities so near that there is little risk of changes in value due to changes in interest rates as cash and cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value.

Accounts Receivable: The company records accounts receivable when control of the product or service transfers to its unaffiliated customers, risk of loss is passed and title is transferred. The estimated allowance for uncollectible amounts is based primarily on management's evaluation of the financial condition of specific 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 legal remedies are exhausted.

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 principal 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.
Inventories: Inventories are stated at the lower of cost or net realizable value with cost determined by the first-in, first-out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Finished goods and work in process inventories include material, labor and manufacturing overhead costs. Inventories have been reduced by an allowance for excess and obsolete inventories. The estimated allowance is based on management's review of inventories on hand compared to estimated future usage and sales.

Property and Equipment: Property and equipment are stated based on cost. The company principally uses the straight-line method of depreciation for financial reporting purposes based on annual rates sufficient to amortize the cost of the assets over their estimated useful lives. Machinery and equipment as well as furniture and fixtures are generally depreciated using lives of 3 to 10 years, while buildings and improvements are depreciated using lives of 5 to 40 years. Accelerated methods of depreciation are used for federal income tax purposes. Expenditures for maintenance and repairs are charged to expense as incurred. Amortization of assets under capital leases is included in depreciation expense.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An asset would be considered impaired when the future net undiscounted cash flows generated by the asset are less than its carrying value. An impairment loss would be recognized based on the amount by which the carrying value of the asset exceeds its fair value.

Goodwill and Other Intangibles: In accordance with Intangibles—Goodwill and Other, ASC 350, goodwill and indefinite lived intangibles are subject to annual impairment testing. For purposes of the goodwill impairment test, the fair value of each reporting unit is estimated using an income approach by forecasting cash flows and discounting those cash flows using appropriate discount rates as well as considering market and cost approaches as appropriate. The fair values are then compared to the carrying value of the net assets of each reporting unit. Intangibles assets are also

79

Notes to Financial Statements
 
Accounting Policies
 
 
 
 
 

reviewed for impairment by estimating forecasted cash flows and discounting those cash flows as needed to calculate impairment amounts. During 2019 and 2018, the company recognized an intangible impairment charge of $587,000 and $583,000 respectively, related to an indefinite-lived trademark recorded in the Institutional Products Group reporting unit.

Accrued Warranty Cost: Generally, the company's products are covered by assurance-type warranties 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 accrual 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 necessitate 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.
 
Product Liability Cost: The company is self-insured in North America for product liability exposures through its captive insurance company, Invatection Insurance Company, which currently has a policy year that runs from September 1 to August 31 and insures annual policy losses up to $10,000,000 per occurrence and $13,000,000 in the aggregate. The company also has additional layers of external insurance coverage, related to all lines of insurance coverage, insuring up to $75,000,000 in aggregate losses per policy year arising from individual claims anywhere in the world that exceed the captive insurance company policy limits or the limits of the company's per country foreign liability limits, as applicable. 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 other indicators. Additional reserves, in excess of the specific individual case reserves, are provided for incurred but not reported claims based upon actuarial valuations at the time such valuations are conducted. Historical claims experience and other assumptions are taken into consideration by the company in estimating the ultimate reserves. For example, the actuarial analysis assumes that historical loss experience is an indicator of future experience, that 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 awards and settlements on claims. While actuarial analysis is used to help determine adequate reserves, the company is responsible for the determination and recording of adequate reserves in accordance with accepted loss reserving standards and practices.

Revenue Recognition: 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

80

 
Notes to Financial Statements
 
 
Accounting Policies
 
 
 


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.

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.

Research and Development: Research and development costs are expensed as incurred and included in cost of products sold. The company's annual expenditures for product development and engineering were approximately $15,836,000, $17,377,000 and $17,796,000 for 2019, 2018 and 2017, respectively.

Advertising: Advertising costs are expensed as incurred and included in selling, general and administrative expenses. Advertising expenses amounted to $7,871,000, and $10,109,000 $10,463,000 for 2019, 2018 and 2017, respectively, the majority of which is incurred for advertising in the United States and Europe.

Income Taxes: The company uses the liability method in measuring the provision for income taxes and recognizing deferred tax assets and liabilities on the balance sheet. The liability method requires that deferred income taxes reflect the tax consequences of currently enacted rates for differences between the tax and financial reporting bases of assets and liabilities.

Value Added Taxes: The company operates internationally and is required to comply with value added tax (VAT) or goods and service tax (GST) regulations, particularly in Europe and Asia Pacific. VAT and GST are taxes on consumption in which the company pays tax on its purchases of goods and services and charges customers on the sale of product. The difference between billings to customers and payments on purchases is then remitted or received from the government as filings are due. The company records tax assets and liabilities related to these taxes and the balances in these accounts can vary significantly from period to period based on the timing of the underlying transactions.

Derivative Instruments: Derivatives and Hedging, 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

81

Notes to Financial Statements
 
Accounting Policies
 
 
 
 
 

value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation.

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.

In 2016, the company issued $150,000,000 aggregate principal amount of 5.00% Convertible Senior Notes due 2021 and, in the second quarter of 2017, issued $120,000,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2022 (the “notes”). In connection with the offering of the notes, the company entered into privately negotiated convertible note hedge transactions with certain financial institutions (the “option counterparties”). The convertible debt conversion liabilities and the convertible note hedges were accounted for as derivatives that were fair valued quarterly until the company obtained shareholder approval on May 16, 2019 to settle its convertible debt using cash or shares, which resulted in no longer accounting for the conversion liabilities and note hedges as derivatives. The fair value of the convertible debt conversion liabilities and the convertible note hedge assets were estimated using a lattice model incorporating the terms and conditions of the notes and considering, for example, changes in the prices of the company's common stock, company stock price volatility, risk-free rates and changes in market rates. The valuations were, among other things, subject to changes in both the company's credit worthiness and the counter-parties to the instruments as well as change in general market conditions. The change in the fair value of the convertible note hedges and convertible debt conversion liabilities were recognized in net income (loss) for the respective period.

Foreign Currency Translation: The functional currency of the company's subsidiaries outside the United States is the applicable local currency. The assets and liabilities of the company's foreign subsidiaries are translated into U.S. dollars at year-end exchange rates. Revenues and expenses are translated at monthly average exchange rates. Gains and losses resulting from translation of balance sheet items are included in accumulated other comprehensive earnings.

Net Earnings Per Share: Basic earnings per share are computed based on the weighted-average number of Common Shares and Class B Common Shares outstanding during the year. Diluted earnings per share are computed based on the weighted-average number of Common Shares and Class B Common Shares outstanding plus the effects of
 
dilutive stock options and awards outstanding during the year. For periods in which there was a net loss, loss per share assuming dilution utilized weighted average shares-basic.

Defined Benefit Plans: The company's benefit plans are accounted for in accordance with Compensation-Retirement Benefits, ASC 715 which requires plan sponsors to recognize the funded status of their defined benefit postretirement benefit plans in the consolidated balance sheet, measure the fair value of plan assets and benefit obligations as of the balance sheet date and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.

Reclassifications: Finance lease assets and related long-term liabilities have been reclassified from Property and Equipment, net and Long-Term Debt, respectively, to Finance lease assets, net and Long-term Obligations - Financing Leases, respectively, in the Consolidated Balance sheet as of December 31, 2018 to conform with the presentation for 2019.

In the first quarter of 2019, the company reassessed the alignment of its reporting segments and combined the former North America/Home Medical Equipment (NA/HME) and Institutional Products Group (IPG) segments into a single operating segment, referred to as North America. This change better reflects how the company manages, allocates resources and assesses performance of the businesses contained in the North America Segment. Additionally, the company reassessed the activity of the businesses in it former Asia Pacific segment and began reporting the Asia Pacific businesses as part of All Other segment, since those businesses, individually and collectively, are not large enough relative to the company's overall business to merit disclosure as a separate reporting segment. The company believes that these changes provide improved transparency of the company's business results to its shareholders, and are better aligned with how the company manages its businesses. Segment results for 2018 have been reclassified to reflect the realignment of the company's reporting segments and be comparable to the segment results for 2019.

Recent Accounting Pronouncements (Already 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 was effective for fiscal periods beginning after December 15, 2018 and early adoption was permitted. The company adopted ASU 2016-02, effective on January 1, 2019, using the optional transitional method in which periods prior to 2019 were not restated. The company elected to apply the package of practical expedients in which lease identification, classification and treatment of initial direct costs was retained, and recognized right of use lease assets and liabilities for all leases with a lease term of greater than a

82

 
Notes to Financial Statements
 
 
Accounting Policies
 
 
 


year. The company completed an assessment of its systems, data and processes related to implementing the standard and completed its information system design and solution development as well as the development of related internal controls. As a result of adoption of this standard, the company recorded $23,420,000 in operating lease right of use assets offset by lease liabilities on the company's consolidated balance sheets. The standard did not have a material impact on the company's results of operations or cash flows.
In February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income,” which allows reclassification of certain tax effects created as a result of changing methodologies, laws and tax rates legislated in the Tax Cuts and Jobs Act of 2017 (the Act). This new standard allows for stranded income tax effects resulting from the Act to be reclassified into retained earnings to allow for their tax effect to reflect the appropriate tax rate.  Due to the full valuation allowance on our U.S. net deferred tax assets, a reclassification of stranded tax effects to retained earnings was not required.
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.

In May 2014, the FASB issued ASU 2014-09, "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 existing 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.

Effective January 1, 2018, the company adopted the new accounting standard, and all the related amendments, on a modified retrospective basis, with no cumulative effect adjustment to equity needed. Upon adoption, the standard did not have a material impact on the company's results of
 
operations or cash flows nor does the 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 prior revenue recognition model and the prior accounting for the vast majority of the company's contracts. While the company does have a minor amount of service business for which revenue is recognized over time as compared to a point in time, the company's process to estimate the amount of revenue to be recognized did not change as a result of the implementation of the new standard.

Recent Accounting Pronouncements (Not Yet Adopted): 
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 could early adopt the amendments as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The company has established procedures and controls to implement the new standard and anticipates the adoption of ASU 2016-13 will not have a material impact 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.

83

Notes to Financial Statements
 
Divested Businesses
 
 
 
 
 

Divested Businesses

Operations Held for Sale

Prior to 2019, the company had recorded expenses related to the sale of operations held for sale of $2,892,000 of which $2,377,000 has been paid out as of December 31, 2019.




























 
Discontinued Operations
From 2012 through 2014, the company sold three businesses which were classified as discontinued operations. Prior to 2019, the company had recorded cumulative expenses related to the sale of discontinued operations totaling $8,801,000, of which $8,405,000 were paid as of December 31, 2019.

84

 
Notes to Financial Statements
 
 
Current Assets
 
 
 


Current Assets

Receivables

Receivables as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Accounts receivable, gross
$
141,732

 
$
146,482

Customer rebate reserve
(13,922
)
 
(15,452
)
Allowance for doubtful accounts
(4,804
)
 
(5,268
)
Cash discount reserves
(5,326
)
 
(4,777
)
Other, principally returns and allowances reserves
(1,011
)
 
(1,242
)
Accounts receivable, net
$
116,669

 
$
119,743


Reserves for customer rebates 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 principal 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.

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-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. As a consequence, changes in these programs can have an adverse impact on dealer liquidity and profitability.

The estimated allowance for uncollectible amounts is based primarily on management's evaluation of the financial condition of specific customers. In addition, as a result of the company's financing arrangement with DLL, a third-party financing company 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 comprises 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/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 financials as well as consideration of other factors such as exposure to changing reimbursement laws.

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.

85

Notes to Financial Statements
 
Current Assets
 
 
 
 
 

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.

Installment receivables as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
 
Current
 
Long-
Term
 
Total
 
Current
 
Long-
Term
 
Total
Installment receivables
$
1,192

 
$
1,257

 
$
2,449

 
$
1,986

 
$
1,374

 
$
3,360

Less: Unearned interest
(22
)
 

 
(22
)
 
(22
)
 

 
(22
)
 
1,170

 
1,257

 
2,427

 
1,964

 
1,374

 
3,338

Allowance for doubtful accounts
(434
)
 
(1,080
)
 
(1,514
)
 
(390
)
 
(1,152
)
 
(1,542
)
 
$
736

 
$
177

 
$
913

 
$
1,574

 
$
222

 
$
1,796



Installment receivables purchased from DLL during the twelve months ended December 31, 2019 increased the gross installment receivables balance by $89,000 during the year compared to $1,295,000 in 2018. No sales of installment receivables were made by the company during the year.

The movement in the installment receivables allowance for doubtful accounts was as follows (in thousands):
 
2019
 
2018
Balance as of beginning of period
$
1,542

 
$
2,644

Current period provision
479

 
550

Direct write-offs charged against the allowance
(507
)
 
(1,652
)
Balance as of end of period
$
1,514

 
$
1,542


 
Installment receivables by class as of December 31, 2019 consist of the following (in thousands):
 
Total
Installment
Receivables
 
Unpaid
Principal
Balance
 
Related
Allowance for
Doubtful
Accounts
 
Interest
Income
Recognized
U.S.
 
 
 
 
 
 
 
Impaired installment receivables with a related allowance recorded
$
1,762

 
$
1,762

 
$
1,497

 
$

Canada
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
670

 
648

 

 
92

Impaired installment receivables with a related allowance recorded
17

 
17

 
17

 

Total Canadian installment receivables
687

 
665

 
17

 
92

Total
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
670

 
648

 

 
92

Impaired installment receivables with a related allowance recorded
1,779

 
1,779

 
1,514

 

Total installment receivables
$
2,449

 
$
2,427

 
$
1,514

 
$
92



86

 
Notes to Financial Statements
 
 
Current Assets
 
 
 


Installment receivables by class as of December 31, 2018 consist of the following (in thousands):
 
Total
Installment
Receivables
 
Unpaid
Principal
Balance
 
Related
Allowance for
Doubtful
Accounts
 
Interest
Income
Recognized
U.S.
 
 
 
 
 
 
 
Impaired installment receivables with a related allowance recorded
$
2,669

 
$
2,669

 
$
1,540

 
$

Canada
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
689

 
667

 

 
127

Impaired installment receivables with a related allowance recorded
2

 
2

 
2

 

Total Canadian installment receivables
691

 
669

 
2

 
127

Total
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
689

 
667

 

 
127

Impaired installment receivables with a related allowance recorded
2,671

 
2,671

 
1,542

 

Total installment receivables
$
3,360

 
$
3,338

 
$
1,542

 
$
127



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 December 31, 2019, 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 installment receivables which were past due of 90 days or more as of December 31, 2019 and December 31, 2018 for which the company is still accruing interest.


The aging of the company's installment receivables was as follows as of December 31, 2019 and 2018 (in thousands):
 
December 31, 2019
 
December 31, 2018
 
Total
 
U.S.
 
Canada
 
Total
 
U.S.
 
Canada
Current
$
659

 
$

 
$
659

 
$
663

 
$

 
$
663

0-30 days past due
2

 

 
2

 
11

 

 
11

31-60 days past due
4

 

 
4

 
10

 

 
10

61-90 days past due

 

 

 
6

 

 
6

90+ days past due
1,784

 
1,762

 
22

 
2,670

 
2,669

 
1

 
$
2,449

 
$
1,762

 
$
687

 
$
3,360

 
$
2,669

 
$
691




87

Notes to Financial Statements
 
Current Assets
 
 
 
 
 

Inventories

Inventories as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Finished goods
$
54,064

 
$
62,766

Raw materials
54,638

 
55,120

Work in process
11,798

 
10,237

Inventories, net
$
120,500

 
$
128,123



Other Current Assets
 


Other current assets as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Tax receivables principally value added taxes
$
16,049

 
$
16,372

Receivable due from information technology provider
6,262

 

Prepaid insurance
2,918

 
2,626

Service contracts
2,013

 
2,201

Prepaid social charges
1,216

 

Derivatives (foreign currency forward contracts)
838

 
1,020

Prepaid inventory
684

 
521

Recoverable income taxes
297

 
787

Prepaid debt fees
207

 
395

Prepaid and other current assets
7,425

 
7,141

Other Current Assets
$
37,909

 
$
31,063



In the fourth quarter of 2019, the company entered into an agreement with to outsource substantially all of the company’s information technology ("IT") business service activities, including, among other things, support, rationalization and upgrading of the company’s legacy information technology systems and implementation of a global enterprise resource planning system. The agreement provides for reimbursement by the IT provider of IT expenses incurred by the company which are shown as Receivable due from IT provider above. The amount of pass through charges will diminish as IT expenses are recorded directly by the IT provider. In addition, a corresponding current payable is due to the IT provider. See "Accrued Expenses" in the notes to the Consolidated Financial Statements included elsewhere in this report.











 
Regarding prepaid social charges, the company was in a liability position as of December 31, 2018.

    

88

 
Notes to Financial Statements
 
 
Long-Term Assets
 
 
 


Long-Term Assets

Other Long-Term Assets
 


Other long-term assets as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Convertible 2021 note hedge asset
$

 
$
1,028

Convertible 2022 note hedge asset

 
2,062

Cash surrender value of life insurance policies
2,124

 
1,948

Deferred financing fees
602

 
402

Investments
85

 
90

Long-term installment receivables
177

 
222

Long-term deferred taxes
928

 
352

Other
300

 
256

Other Long-Term Assets
$
4,216

 
$
6,360



As part of issuing convertible notes, the company entered into related convertible note hedge derivatives which were included in Other Long-Term Assets, the value of which was adjusted quarterly to reflect fair value. On May 16, 2019, the company received shareholder approval authorizing it to elect to settle future conversions of convertible notes in common shares. As a result of the shareholder approval, the note hedge assets and conversion

 

liabilities may no longer be bifurcated and accounted for as separate derivatives and thus they are no longer accounted for by the company as separate long-term assets.

See "Long-Term Debt" in the notes to the Consolidated Financial Statements included elsewhere in this report for more detail regarding the company's issuance of convertible notes and the related convertible note hedge derivatives.

Property and Equipment

Property and equipment as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Machinery and equipment
$
296,078

 
$
301,039

Land, buildings and improvements
33,054

 
37,606

Furniture and fixtures
9,898

 
9,898

Leasehold improvements
9,023

 
8,847

Capitalized software
3,509

 

Property and Equipment, gross
351,562

 
357,390

Less allowance for depreciation
(304,955
)
 
(311,406
)
Property and Equipment, net
$
46,607

 
$
45,984



Machinery and equipment includes demonstration units placed in provider locations which are depreciated to their estimated recoverable values over their estimated useful lives. In the fourth quarter of 2019, the company initiated the first stage of an Enterprise Resource Planning ("ERP") software implementation. As a result of the initiation of the ERP project, the company capitalized certain costs in accordance with ASC 350 as shown in capitalized software above. In the third quarter of 2018, the company agreed to sell its Isny, Germany location with a net book value at the signing of the agreement of approximately $2,900,000, which is included in Land, buildings and improvements in the table
 

above. In accordance with the agreement, control will not transfer to the buyer until April 2020; however, the company received an advance payment of $3,524,000 representing a majority of the proceeds to be received, which is reflected in the investing section of the Consolidated Statement of Cash Flows and classified in Accrued Expenses in the Consolidated Balance Sheets. The company will continue to depreciate the building and expects to record a gain on the transaction when completed in 2020.

89

Notes to Financial Statements
 
Long-Term Assets
 
 
 
 
 

Lease Assets

In the first quarter of 2019, the company recorded operating lease assets as a result of the adoption of ASU 2016-02. The company's operating lease assets, and financing lease asset, have been separately disclosed on the Consolidate Balance Sheets. Finance lease assets have been reclassified from Property and Equipment, net to Finance Lease Assets in the Consolidated Balance Sheets as of December 31, 2018 to conform with the presentation for 2019.

Goodwill

 

The carrying amount of goodwill by reporting unit is as follows (in thousands):
 
Institutional
Products Group
 
Europe
 
Consolidated
Balance at December 31, 2017
$
28,730

 
$
372,553

 
$
401,283

Foreign currency translation adjustments
(1,353
)
 
(18,657
)
 
(20,010
)
Balance at December 31, 2018
27,377

 
353,896

 
381,273

Foreign currency translation adjustments
785

 
(8,655
)
 
(7,870
)
Balance at December 31, 2019
$
28,162

 
$
345,241

 
$
373,403



In accordance with Intangibles—Goodwill and Other, ASC 350, goodwill is reviewed for impairment. The company first estimates the fair value of each reporting unit and compares the calculated fair value to the carrying value of each reporting unit. A reporting unit is defined as an operating segment or one level below. The company has determined that its reporting units are North America / HME, Europe, Institutional Products Group and Asia Pacific.

The company completes its annual impairment tests in the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To estimate the fair values of the reporting units, the company utilizes a discounted cash flow method model in which the company forecasts income statement and balance sheet amounts based on assumptions regarding future sales growth, profitability, inventory turns, days' sales outstanding, etc. to forecast future cash flows. The cash flows are discounted using a weighted average cost of capital discount rate where the cost of debt is based on quoted rates for 20-year debt of potential acquirer companies of similar credit risk and the cost of equity is based upon the 20-year treasury rate for the risk-free rate, a market risk premium, the industry average beta and a small cap stock adjustment. The discount rates used have a significant impact upon the discounted cash flow methodology utilized in the company's annual impairment testing as higher discount rates decrease the fair value estimates. The assumptions used are based on a market participant's point of view and yielded a discount rate of 11.88% in 2019 for the company's annual impairment analysis for the reporting units with goodwill compared to 12.41% in 2018 and 9.07% in 2017.

The company also utilizes an Enterprise Value (EV) to Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) Method to compute the fair value of its reporting units which considers potential acquirers and
 
their EV to EBITDA multiples adjusted by an estimated premium. While more weight is given to the discounted cash flow method, the EV to EBITDA Method does provide corroborative evidence of the reasonableness of the discounted cash flow method results.

While there was no indication of impairment in 2019 related to goodwill for the Europe or Institutional Products Group reporting units, a future potential impairment is possible for these reporting units should actual results differ materially from forecasted results used in the valuation analysis. Furthermore, the company's annual valuation of goodwill can differ materially if the market inputs used to determine the discount rate change significantly. For instance, higher interest rates or greater stock price volatility would increase the discount rate and thus increase the chance of impairment. In consideration of this potential, the company reviewed the results if the discount rate used were 100 basis points higher for the 2019 impairment analysis and determined that there still would not be an indicator of potential impairment for the Europe or Institutional Products Group reporting units.
As part of the company's review of goodwill for impairment, the company also considers the potential for impairment of any other assets. See Intangibles in the Notes to the Consolidated Financial Statements for a description of any intangible impairments.
The change in goodwill from December 31, 2018 to December 31, 2019 was due to foreign currency translation. As part of the company's realignment of its reportable and operating segments in the first quarter of 2019, the company considered whether the reporting units used for purposes of assessing impairment of goodwill should be changed and concluded that no changes were necessary.

90

 
Notes to Financial Statements
 
 
Long-Term Assets
 
 
 


Intangibles

All the company's intangible assets have been assigned definite lives and continue to be amortized over their useful lives, except for trademarks shown below, which have indefinite lives.

 
The changes in intangible balances reflected on the balance sheet from December 31, 2018 to December 31, 2019 were the result of foreign currency translation and amortization except for an intangible impairment noted below and the recording of software licenses related to the Company's ERP implementation.
The company's intangibles consist of the following (in thousands):
 
December 31, 2019
 
December 31, 2018
 
Historical
Cost
 
Accumulated
Amortization
 
Historical
Cost
 
Accumulated
Amortization
Customer lists
$
51,108

 
$
51,108

 
$
51,828

 
$
50,768

Trademarks
23,479

 

 
24,385

 

License agreements
2,884

 
770

 
733

 
733

Developed technology
7,483

 
6,642

 
7,608

 
6,563

Patents
5,521

 
5,521

 
5,500

 
5,497

Other
1,163

 
1,150

 
1,162

 
1,149

Intangibles
$
91,638

 
$
65,191

 
$
91,216

 
$
64,710



Amortization expense related to intangibles was $1,827,000, $2,218,000 and $1,881,000 for 2019, 2018 and 2017, respectively. Estimated amortization expense for each of the next five years is expected to be $399,000 for 2020, $399,000 in 2021, $389,000 in 2022, $389,000 in 2023 and $350,000 in 2024. Amortized intangibles are being amortized on a straight-line basis over remaining lives of 1 to 4 years with most of the intangibles being amortized over an average remaining life of approximately 4 years.

In accordance with ASC 350, Intangibles—Goodwill and Other, the company reviews intangibles for impairment. The company's intangible assets consist of intangible assets with defined lives as well as intangible assets with indefinite lives. Defined-lived intangible assets consist principally of customer lists and developed technology. The company's indefinite lived intangible assets consist entirely of trademarks.










 
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.
During 2019 and 2018, the company recognized an intangible impairment charge in the Institutional Products Group reporting unit, which is part of the North America segment, of $587,000 ($435,000 after-tax) and $583,000 ($431,000 after-tax) respectively, related to a trademark with an indefinite life. The fair value of the trademark was calculated using a relief from royalty payment methodology which requires applying an estimated market royalty rate to forecasted net sales and discounting the resulting cash flows to determine fair value.

91

Notes to Financial Statements
 
Current Liabilities
 
 
 
 
 


Current Liabilities

Accrued Expenses

Accrued expenses as of December 31, 2019 and 2018 consisted of accruals for the following (in thousands):
 
2019
 
2018
Salaries and wages
$
29,725

 
$
23,289

Taxes other than income taxes, primarily Value Added Taxes
22,194

 
23,197

Warranty
11,626

 
16,353

Rebates
10,743

 
7,966

Severance
7,023

 
1,657

Professional
6,869

 
5,888

IT service contracts
6,125

 

Freight
3,744

 
3,363

Interest
3,608

 
3,992

Advance payment on sale of land & buildings
3,471

 

Deferred revenue
3,173

 
2,416

Product liability, current portion
2,736

 
2,728

IT licenses
2,114

 

Derivatives (foreign currency forward exchange contracts)
905

 
219

Insurance
699

 
738

Rent
415

 
483

Supplemental Executive Retirement Program liability Plan (SERP)
391

 
391

Other items, principally trade accruals
5,386

 
7,187

Accrued Expenses
$
120,947

 
$
99,867



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 sales 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 accrual 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 field action and recalls, which could require additional warranty reserve provision.

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. Rebates are netted against gross accounts receivables. If rebates are in excess of such receivables, they are then classified as accrued expenses.
 
In the fourth quarter of 2019, the company entered into an agreement with an IT provider to outsource substantially all of the company’s information technology business service activities, including, among other things, support, rationalization and upgrading of the company’s legacy information technology systems and implementation of a global enterprise resource planning (“ERP”) system. Accrued expenses related to IT outsourcing are reflected in IT service contracts. Separately, the company entered into licenses for a new ERP system which are shown as IT licenses.

In the third quarter of 2018, the company agreed to sell its Isny, Germany location with a net book value at the signing of the agreement of approximately $2,900,000. In accordance with the agreement, control will not transfer to the buyer until April 2020; however, the company received an advance payment for a portion of the proceeds, as disclosed above. The advance payment was reflected in Other Long-Term Obligations as of December 31, 2018 and in the investing section of the Consolidated Statement of Cash Flows in the third quarter of 2018. The company will continue to record depreciation with respect to the Isny facility until control is transferred and expects to recognized a gain upon closing of the transaction when completed in 2020.

92

 
Notes to Financial Statements
 
 
Current Liabilities
 
 
 


The following is a reconciliation of the changes in accrued warranty costs for the reporting period (in thousands):
 
2019
 
2018
Balance as of January 1
$
16,353

 
$
22,468

Warranties provided during the period
5,504

 
7,106

Settlements made during the period
(10,882
)
 
(13,731
)
Changes in liability for pre-existing warranties during the period, including expirations
651

 
510

Balance as of December 31
$
11,626

 
$
16,353



Warranty reserves are subject to adjustment in future periods as new developments change the company's estimate of the total cost.












































 




































93

Notes to Financial Statements
 
Long-Term Debt
 
 
 
 
 

Long-Term Debt

Debt as of December 31, 2019 and 2018 consisted of the following (in thousands):
 
2019
 
2018
Convertible senior notes at 5.00%, due in February 2021
$
56,628

 
$
130,260

Convertible senior notes at 4.50%, due in June 2022
101,815

 
95,473

Convertible senior notes at 5.00%, due in November 2024
60,817

 

Other obligations
262

 

 
219,522

 
225,733

Less current maturities of long-term debt
(58
)
 

Long-Term Debt
$
219,464

 
$
225,733



The company had outstanding letters of credit of $8,827,000 and $3,123,000 as of December 31, 2019 and 2018, respectively. There were no borrowings denominated in foreign currencies as of December 31, 2019 or December 31, 2018. For 2019 and 2018, the weighted average interest rate on all borrowings, excluding capital leases, was 4.78% and 4.78%, respectively.

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 December 31, 2019, debt fees yet to be amortized through January 2021 totaled $809,000.

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, 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) $146,000 as of December 31, 2019 (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 December 31, 2019, 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 $22,603,000, considering the minimum availability reserve, then-outstanding letters of credit, other reserves and the $6,750,000 dominion trigger amount described below. Borrowings under the U.S. and Canadian Credit Facility are secured by substantially all the company's U.S. and Canadian assets, other than real estate.




94

 
Notes to Financial Statements
 
 
Long-Term Debt
 
 
 


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 $6,750,000 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 for 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. There were no borrowings outstanding under the U.S. and Canadian Credit Facility at December 31, 2019.

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 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 December 31, 2019, the aggregate borrowing availability to the European Borrowers under the European Credit Facility was approximately $11,913,000, considering the $3,000,000 minimum availability reserve and a $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 overnight 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 will be adjusted quarterly based on utilization. Borrowings under the European Credit Facility are subject to commitment fees of between 0.25% and 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 compose the European Credit Facility) are cross collateralized, and the U.S. 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, dispositions of assets, additional credit facilities, sales of receivables, additional indebtedness and intercompany indebtedness, all subject to limitations set

95

Notes to Financial Statements
 
Long-Term Debt
 
 
 
 
 

forth in the Credit Agreement. The Credit Agreement also contains a covenant requiring the European Borrowers to maintain undrawn 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. There were no borrowings outstanding under the European Credit Facility at December 31, 2019.
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 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 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. Prior to May 16, 2019, the 2021 notes were convertible, subject to certain conditions, into cash only. On May 16, 2019, the company obtained shareholder approval under applicable New York Stock Exchange rules such that conversion of 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. At December 31, 2019, $61,091,000 aggregate principal amount of the 2021 Notes remained outstanding, following the repurchase and exchange transactions completed in 2019, as further discussed below.
 
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. On or after August 15, 2020 until the close of business on the second scheduled trading day immediately preceding the maturity of the 2021 Notes, holders may convert their 2021 Notes, at the option of the holder, regardless of the foregoing circumstances.
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). Until the company received shareholder approval on May 16, 2019 authorizing it to elect to settle future conversions of the 2021 Notes in common shares, the company separately accounted for the conversion features as a derivative. The derivative was capitalized on the balance sheet as a long-term liability with adjustment to reflect fair value each quarter until the change to the conversion features as a result of the shareholder approval received on May 16, 2019 resulted in the termination of the derivative. 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 December 31, 2019 was $0 compared to $1,458,000 as of December 31, 2018. The company recognized a loss of $2,210,000 in 2019 compared to a gain of $51,696,000 in 2018 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

96

 
Notes to Financial Statements
 
 
Long-Term Debt
 
 
 


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 adjusted to reflect fair value each quarter until no longer accounted for separately as a result of obtaining shareholder approval in May 2019 to settle the Notes with common shares. The fair value of the convertible note hedge assets at issuance was $27,975,000. The fair value of the convertible note hedge asset at December 31, 2019 was $0 compared to $1,028,000 as of December 31, 2018. The company recognized a gain of $2,852,000 in 2019 compared to a loss of $45,887,000 in 2018 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 met 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, which were paid in 2016. These debt issuance costs were capitalized and are being amortized as interest expense through February 2021 unless required to be expensed earlier. 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.
 
During the third quarter of 2019, the company used an aggregate of $14,708,000 in cash to repurchase a total amount of $16,000,000 in principal amount of 2021 Notes. After recognizing expenses on unamortized fees and discounts associated with the repurchased 2021 Notes, the repurchases resulted in a net reduction of debt of $14,367,000 and a net loss on the repurchases of $280,000.
During the fourth quarter of 2019, the company entered into separate privately negotiated agreements with certain holders of its 2021 Notes to exchange $72,909,000 in aggregate principal amount of 2021 Notes (the “Exchange Transactions”) for aggregate consideration of $72,909,000 in aggregate principal amount of new 5.00% Convertible Senior Exchange Notes due 2024 (the “2024 Notes”) of the company and $6,928,000 in cash. See "Convertible senior notes due 2024" below for more information. As a result of the exchange transaction in the fourth quarter of 2019 and the repurchase of $16,000,000 in principal amount of 2021 Notes in the third quarter of 2019, a partial unwind of the note hedge options and warrants entered into with the issuance of the 2021 Notes also occurred during the fourth quarter of 2019. Note hedge options outstanding were reduced from the original number of 300,000 to 138,182 and warrants were reduced from the initial number of 9,007,380 to 3,860,624. The partial unwind of the note hedge options and warrants resulted in no net impact to cash or paid in capital.
The liability components of the 2021 notes consist of the following (in thousands):
 
December 31, 2019
 
December 31, 2018
Principal amount of liability component
$
61,091

 
$
150,000

Unamortized discount
(3,916
)
 
(17,193
)
Debt fees
(547
)
 
(2,547
)
Net carrying amount of liability component
$
56,628

 
$
130,260



The unamortized discount of $3,916,000 is to be amortized through February 2021. The effective interest rate on the liability component was 11.1%. Non-cash interest expense of $6,672,000 and $6,706,000 was recognized in 2019 and 2018, respectively, in comparison to actual interest expense accrued of $6,803,000 and $7,500,000 in 2019 and 2018, respectively, based on the stated coupon rate of 5.0%. The 2021 notes were not convertible as of December 31, 2019 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

97

Notes to Financial Statements
 
Long-Term Debt
 
 
 
 
 

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. Prior to May 16, 2019, the 2022 notes were convertible, subject to certain conditions, into cash only. On May 16, 2019, the company obtained shareholder approval under applicable New York Stock Exchange rules such that conversion of 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.

Holders of the 2022 notes may 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 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 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 applicable conversion rate for the 2022 notes on each such trading day; or (3) upon the occurrence of specified corporate events described in the Indenture. On or after December 1, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity of the 2022 Notes, holders may convert their 2022 Notes, at the option of the holder, regardless of the foregoing circumstances.

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). Until the company received shareholder approval on May 16, 2019 authorizing it to elect to settle future conversions of the 2022 Notes in common shares, the company separately accounted for the conversion features as a derivative. The derivative was capitalized on the balance sheet as a long-term liability with adjustment to reflect fair
 
value each quarter until the change to the conversion features as a result of the shareholder approval received on May 16, 2019 resulted in the termination of the derivative. 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 December 31, 2019 was $0 compared to $2,611,000 at December 31, 2018. The company recognized a loss of $6,193,000 in 2019 compared to a gain of $50,803,000 in 2018 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 December 31, 2019 was $0 compared to $2,062,000 at December 31, 2018. The company recognized a gain of $6,748,000 in 2019 compared to a loss of $44,618,000 in 2018 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 $115,289,000, after deducting fees and offering expenses of $4,711,000, which were paid in 2017.

98

 
Notes to Financial Statements
 
 
Long-Term Debt
 
 
 


These debt issuance costs were capitalized and are being amortized as interest expense through June 2022. 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.

The liability components of the 2022 notes consist of the following (in thousands):
 
December 31, 2019
 
December 31, 2018
Principal amount of liability component
$
120,000

 
$
120,000

Unamortized discount
(16,027
)
 
(21,476
)
Debt fees
(2,158
)
 
(3,051
)
Net carrying amount of liability component
$
101,815

 
$
95,473



The unamortized discount of $16,027,000 is to be amortized through June 2022. The effective interest rate on the liability component was 10.9%. Non-cash interest expense of $5,448,000 and $4,902,000 was recognized in 2019 and 2018, respectively, in comparison to actual interest expense accrued of $5,400,000 and $5,400,000 for the same periods, based on the stated coupon rate of 4.5%. The 2022 notes were not convertible as of December 31, 2019 nor was the applicable conversion threshold met.
Convertible senior notes due 2024
During the fourth quarter of 2019, the company entered into separate privately negotiated agreements with certain holders of its 2021 Notes to exchange $72,909,000 in aggregate principal amount of 2021 Notes (the “Exchange Transactions”) for aggregate consideration of $72,909,000 in aggregate principal amount of new 5.00% Convertible Senior Exchange Notes due 2024 (the “2024 Notes”) of the company and $6,928,000 in cash.
The notes bear interest at a rate of 5.00% per year payable semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2020. The notes will mature on November 15, 2024, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to May 15, 2024, the 2024 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. The 2024 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.
 
Prior to the maturity of the 2024 Notes, the company may, at its election, redeem for cash all or part of the 2024 Notes if the last reported sale price of the company’s common shares equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the company provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (subject to certain limited exceptions). No sinking fund is provided for the 2024 Notes, which means the company is not required to redeem or retire the 2024 Notes periodically.
Holders of the 2024 notes may convert their 2024 notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2024 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending December 31, 2016 (and only during such calendar 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 the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2024 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 2024 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 2024 notes on each such trading day; (3) upon the occurrence of specified corporate events described in the Indenture; or (4) if the company calls the 2024 Notes for redemption pursuant to the terms of the Indenture. Holders of the 2024 notes will have the right to require the company to repurchase all or some of their 2024 notes at 100% of their principal, plus any accrued and unpaid interest, upon the occurrence of certain fundamental changes. The initial conversion rate is 67.6819 common shares per $1,000 principal amount of 2024 notes (equivalent to an initial conversion price of approximately $14.78 per common share). On or after May 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity of the 2024 Notes, holders may convert their 2024 Notes, at the option of the holder, regardless of the foregoing circumstances.

A loss of $5,885,000 was recorded a part of the exchange transaction, which included the write-off of fees related to the portion of the 2021 note exchanged. Debt issuance costs of $1,394,000 were capitalized and are being amortized as interest expense through November 15. In accordance with

99

Notes to Financial Statements
 
Long-Term Debt
 
 
 
 
 

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. The liability components of the 2024 notes consist of the following (in thousands):
 
December 31, 2019
 
Principal amount of liability component
$
72,909

 
Unamortized discount
(10,733
)
 
Debt fees
(1,359
)
 
Net carrying amount of liability component
$
60,817

 


The unamortized discount of $10,733,000 is to be amortized through November 15, 2024. The effective interest rate on the liability component was 8.77%. Non-cash interest expense of $205,000 was recognized in 2019 in comparison to actual interest expense accrued of $456,000 in 2019 based on the stated coupon rate of 5.0%. The 2024 notes were not convertible as of December 31, 2019 nor was the applicable conversion threshold met.

The aggregate minimum maturities of long-term debt for each of the next five years are as follows: $4,825,000 in 2020, $66,802,000 in 2021, $124,654,000 in 2022, $4,500,000 in 2023, and $77,311,000 in 2024. Interest paid on all borrowings was $15,042,000, $14,526,000 and $11,955,000 in 2019, 2018 and 2017, respectively.

100

 
Notes to Financial Statements
 
 
Other Long-Term Obligations
 
 
 


Other Long-Term Obligations


Other long-term obligations as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Deferred income taxes
$
23,376

 
$
24,681

Product liability
13,414

 
13,865

Pension
7,006

 
6,670

Deferred gain on sale leaseback
5,819

 
6,124

Supplemental Executive Retirement Plan liability
5,433

 
5,250

Deferred compensation
5,354

 
5,577

Uncertain tax obligation including interest
2,612

 
2,140

Advance payment on sale of land & buildings

 
3,524

Convertible 2022 debt conversion liability

 
2,611

Convertible 2021 debt conversion liability

 
1,458

Other
3,935

 
3,065

Other long-term obligations
$
66,949

 
$
74,965



The convertible debt conversion liability amounts included in the above table represent the fair values of the conversion liabilities as of December 31, 2019 and December 31, 2018. On May 16, 2019, the company received shareholder approval authorizing it to elect to settle future conversions of convertible notes in common shares. As a result of the shareholder approval, the conversion liabilities and note hedge assets may no longer be bifurcated and accounted for as separate derivatives and thus they are no longer accounted for by the company as separate obligations. 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 sales leaseback transaction which resulted in the recording of 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 gain realized was $295,000 and $284,000 as of December 31, 2019 and 2018, respectively.














 
In the third quarter of 2018, the company agreed to sell its Isny, Germany location with a net book value at the signing of the agreement of approximately $2,900,000. In accordance with the agreement, title will not transfer to the buyer until April 2020; however, the company received an advance payment for a portion of the proceeds, originally disclosed above and now reclassed as a short-term obligation in Accrued Expenses. The advance payment is reflected in the investing section of the Consolidated Statement of Cash Flows. The company will continue to record depreciation with respect to the Isny facility until control is transferred and expects to recognize a gain upon closing of the transaction when completed in 2020.


101

Notes to Financial Statements
 

Leases and Commitments
 
 
 
 
 

Leases and Commitments

The company reviews new contracts in accordance with ASU 2016-02, "Leases" to determine if the contracts include a lease. To the extent a lease agreement includes an extension option that is reasonably certain to be exercised, the company has recognized those amounts as part of the right-of-use assets and lease liabilities. The company combines lease and non-lease components, such as common area maintenance, in the calculation of the lease assets and related liabilities. As most lease agreements do not provide an implicit rate, the company uses an incremental borrowing rate (IBR) based on information available at commencement date in determining the present value of lease payments and to help classify the lease as operating or financing. The company calculates its IBR based on the secured rates of the company's recent debt issuances, the credit rating of the company, changes in currencies, lease repayment timing as well as other publicly available data.

The company leases a portion of its facilities, transportation equipment, data processing equipment and certain other equipment. These leases have terms from 1 to 20 years and provide for renewal options. Generally, the company is required to pay taxes and normal expenses associated with operating the facilities and equipment. As of December 31, 2019, the company is committed under non-cancelable operating leases, which have initial or remaining terms in excess of one year and expire on various dates through 2035.
On April 23, 2015, the company sold and leased back, under four separate lease agreements, four properties located in Ohio and one property in Florida for net proceeds of $23,000,000, which were used to reduce debt under the U.S. and Canadian Credit Facility. The initial total annual rent for the properties was $2,275,000 and can increase annually over the 20-year term of the leases based on the applicable geographical consumer price index (CPI). Each of the four lease agreements contains three 10-year renewals with the rent for each option term based on the greater of the then-current fair market rent for each property or the then- current rate and increasing annually by the applicable CPI. Under the terms of the lease agreements, the company is responsible for all taxes, insurance and utilities. The company is permitted to sublet the properties; however, the properties are currently being utilized exclusively by the company and there is no current subletting. The company is required to adequately maintain each of the properties and any leasehold improvements will be amortized over the lesser of the lives of the improvements or the remaining lease lives, consistent with any other company leases.
In connection with the transaction, the requirements for sale lease-back accounting were met. Accordingly, the company recorded the sale of the properties, removed the related property and equipment from the company's balance
 
sheet, recognized an initial deferred gain of $7,414,000 and an immediate loss of $257,000 related to one property and recorded new lease liabilities. Specifically, the company recorded four capital leases totaling $32,339,000 and one operating lease related to leased land, which was not a material component of the transaction. The gains on the sales of the properties were required to be deferred and recognized over the life of the leases as the property sold is being leased back. The deferred gain is classified under Other Long-Term Obligations on the Consolidated Balance Sheet. The gains realized in 2019 were $295,000, as compared to $284,000 in 2018.

In December 2018, the company entered into a 20-year lease agreement in Germany. The lease is not expected to commence until April 2020.

Lease expenses for the year ended December 31, 2019 and December 31, 2018, respectively, were as follows (in thousands):
 
 
2019
 
2018
 
Operating leases
 
$
10,550

 
$
17,024

 
Variable and short-term leases
 
2,848

 

 
Total operating leases
 
$
13,398

 
$
17,024

 
 
 
 
 
 
 
Finance lease interest cost
 
$
1,316

 
$
1,134

 
Finance lease depreciation
 
2,658

 
2,305

 
Total finance leases
 
$
3,974

 
$
3,439

 
 
 
 
 
 
 


Future minimum operating and capital lease commitments, as of December 31, 2019, are as follows (in thousands):
 
Finance
Leases
 
Operating Leases
2020
$
3,785

 
$
8,063

2021
3,510

 
6,144

2022
2,507

 
3,775

2023
2,452

 
1,419

2024
2,445

 
1,113

Thereafter
25,054

 
1,111

Total future minimum lease payments
39,753

 
21,625

Amounts representing interest
(10,759
)
 
(2,775
)
Present value of minimum lease payments
28,994

 
18,850

Less: current maturities of lease obligations
(2,514
)
 
(6,790
)
Long-term lease obligations
$
26,480

 
$
12,060



102


 
Notes to Financial Statements
 
 
Leases and Commitments
 
 
 


Supplemental cash flow amounts for the year ended December 31, 2019 were as follows (in thousands):
Cash Activity: Cash paid in measurement of amounts for lease liabilities
 
December 31, 2019
Operating Leases
 
$
13,456

Financing Leases
 
3,696

Total
 
$
17,152

 
 
 
Non-Cash Activity: Right-of-use assets obtained in exchange for lease obligations
 
December 31, 2019
Operating Leases
 
$
1,554

Financing Leases
 
1,377

Total
 
$
2,931

 
 
 










































 
Weighted-average remaining lease terms and discount rates for finance and operating leases are as follows as of December 31, 2019:
 
December 31, 2019
Weighted-average remaining lease term - finance leases
14.3 years
Weighted-average remaining lease term - operating leases
3.7 years
Weighted-average discount rate - finance leases
3.92%
Weighted-average discount rate - operating leases
7.77%



103

Notes to Financial Statements
 
Retirement and Benefit Plans
 
 
 
 
 

Retirement and Benefit Plans

Substantially all full-time salaried and hourly domestic employees are included in the Invacare Retirement Savings Plan sponsored by the company. The company makes matching cash contributions up to 66.7% of employees' contributions up to 3% of compensation. The company also makes quarterly contributions to this Plan equal to a percentage of qualified wages. In 2019, quarterly contributions were made at 1% of qualified wages. The company may make discretionary contributions to the domestic plans based on an annual resolution of the Board of Directors. Contribution expense for the Invacare Retirement Savings Plan in 2019, 2018 and 2017 was $1,765,000, $1,786,000 and $2,131,000, respectively.

The company sponsors a Deferred Compensation Plus Plan covering certain employees, which provides for elective deferrals and the company retirement deferrals so that the total retirement deferrals equal amounts that would have contributed to the company's principal retirement plans if it were not for limitations imposed by income tax regulations.

The company sponsors a non-qualified defined benefit Supplemental Executive Retirement Plan (SERP) for certain key executives. Effective December 31, 2008, the SERP was amended, in part to comply with IRS Section 409A. As a result of the amendment, the plan became a defined benefit cash balance plan for the non-retired participants and thus, payments by the company since December 31, 2008 have been based upon a cash balance formula with interest credited at a rate determined annually by the Compensation and Management Development Committee of the Board of Directors. In 2019, 2018 and 2017, respectively, interest was credited at 0% for active participants in the SERP. The plan continues to be unfunded with individual hypothetical accounts maintained for each participant.

The SERP projected benefit obligation related to this unfunded plan was $5,824,000 and $5,641,000 at December 31, 2019 and December 31, 2018, respectively, and the accumulated benefit obligation was $5,824,000 and $5,641,000 at December 31, 2019 and December 31, 2018, respectively. The projected benefit obligations were calculated using an assumed future salary increase of 3.25% at December 31, 2019 and 2018, respectively. The assumed discount rate, relevant for three participants unaffected by the plan conversion was 3.22% and 4.22% for 2019 and 2018, respectively, based upon the discount rate on high-quality fixed-income investments without adjustment. The retirement age was 67 for 2019 and 2018, respectively. The mortality assumptions used for 2019 and 2018 were based upon the RP-2014 White Collar Fully Generational Mortality Table using Scale MP-2018.


 
Expense for the SERP in 2019 was $574,000 compared to expense of $5,000 and $414,000 in 2018 and 2017, respectively. The expense was composed of interest expense of $392,000 in 2019, interest income of $193,000 in 2018 and interest expense of $246,000 in 2017, respectively, with the remaining non-interest expense related to service costs, prior service costs and other gains/losses. Benefit payments in 2019, 2018 and 2017 were $391,000, $391,000 and $391,000, respectively.

The company also sponsors a Death Benefit Only Plan (DBO) for certain key executives that provides a benefit equal to three times the participant's final target earnings should the participant's death occur while an employee and a benefit equal to one time the participant's final earnings upon the participant's death after normal retirement or if a participant dies after his or her employment with the company is terminated following a change in control of the company. Expense for the plan in 2019 was $561,000 compared to income of $151,000 in 2018 and expense of $150,000 in 2017. The 2019 and 2017 amounts contained service and accrual adjustment expense of $488,000 and $69,000, respectively, compared to income of $253,000 in 2018, with the remaining activity in each year related to interest costs. There were no benefit payments in 2019, 2018 or 2017. In conjunction with the company's DBO, the company has invested in life insurance policies related to certain employees to help satisfy the DBO obligations.

In Europe, the company maintains a defined benefit plan in Switzerland. The statutory pension plan is maintained with a private insurance company and, in accordance with Swiss law, the plan functions as defined contribution plan whereby employee and employer contributions are defined as a percentage of individual salary depending on the age of the employee and a guaranteed interest rate, which is annually defined by the Swiss Pension Fund. Under U.S. GAAP, the plan is treated as defined benefit plan. Expense for the European plan was $34,000, $1,079,000 and $436,000 in 2019, 2018 and 2017, respectively.


104

 
Notes to Financial Statements
 
 
Revenue
 
 
 


Revenue

The company has two revenue streams: product and services. Services include repair, refurbishment, preventive maintenance and rental of product. Services for the North America (N.A.) segment include maintenance and repair of product. Services for the Europe segment include repair, refurbishment and preventive maintenance services. Services in All other, are in the Asia Pacific region, and include rental and repair of product.

The following tables disaggregate the company's revenues by major source and by reportable segment for the year ended December 31, 2019 and December 31, 2018 (in thousands):
 
 
2019
 
 
Product
 
Service
 
Total
Europe
 
$
519,160

 
$
13,888

 
$
533,048

N.A.
 
346,642

 
1,559

 
348,201

Other
 
41,852

 
4,863

 
46,715

Total
 
$
907,654

 
$
20,310

 
$
927,964

% Split
 
98%
 
2%
 
100%
 
 
2018
 
 
Product
 
Service
 
Total
Europe
 
$
544,517

 
$
14,001

 
$
558,518

N.A.
 
362,431

 
2,159

 
364,590

Other
 
44,393

 
4,846

 
49,239

Total
 
$
951,341

 
$
21,006

 
$
972,347

% 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 (31%), large national customers (26%), governments, principally pursuant to tender contracts (20%) and other customers including buying groups and independent customers (23%).

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 December 31, 2019 and December 31, 2018, the company had deferred revenue of $3,173,000 and $2,416,000, respectively, related to outstanding performance obligations.


105

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 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. When Class B Common Shares are transferred out of a familial relationship, they automatically convert to Common Shares. The Board of Directors suspended further dividends on the Class B Common Shares.

As of December 31, 2019, 6,357 Class B Common Shares remained outstanding. Prior conversions of Class B Common Shares have substantially diminished the significance of the company's dual class voting structure. As of December 31, 2019, the holders of the Common Shares represent approximately 99.9% of the company's total outstanding voting power.

Equity Compensation Plan

On May 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”) and all of the Common Shares that were forfeited or remained unpurchased or undistributed upon termination or expiration of awards under the 2013 Plan and under the Invacare Corporation 2003 Performance Plan (the “2003 Plan”), become available for issuance under the 2018 Plan. Awards granted previously under the 2013 Plan and 2003 Plan will remain in effect under their original terms.
The 2018 Plan uses a fungible share-counting method, under which each Common Share underlying an award of stock options or stock appreciation rights ("SAR") will count against the number of total shares available under the 2018 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 2018 Plan as two shares. Shares underlying awards made under the 2003 Plan or 2013 Plan that are forfeited or remain unpurchased or undistributed upon termination or expiration of the awards
 
will become available under the 2018 Plan for use in future awards. Any Common Shares that are added back to the 2018 Plan as the result of forfeiture, termination or expiration 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, as applicable. Each Common Share that is added back to the 2018 Plan due to a forfeiture, termination or expiration of an award granted under the 2003 Plan will be added back as one Common Share.
The Compensation and Management Development Committee of the Board (the “Compensation Committee”), in its discretion, may grant an award under the 2018 Plan to any director or employee of the company or an affiliate. As of December 31, 2019, 3,851,945 Common Shares were available for future issuance under the 2018 Plan in connection with the following types of awards with respect to the company's 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 Common Shares authorized for issuance under the 2018 Plan includes an additional 3,000,000 Common Shares that were approved by shareholders at the company’s 2019 annual meeting on May 16, 2019.

At December 31, 2019, an aggregate of 905,263 Common Shares underlie awards which forfeited or expired unexercised under the 2003 and 2013 Plans and thus are available to be transferred under the 2018 Plan.
The 2018 Plan provides that shares granted come from the company's authorized but unissued Common 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. Under these provisions, the company acquired approximately 112,000 treasury shares for $894,000 in 2019, 140,000 shares for $2,427,000 in 2018 and 85,000 shares for $1,276,000 in 2017.











106

 
Notes to Financial Statements
 
 
Equity Compensation
 
 
 


The amounts of equity-based compensation expense recognized as part of SG&A expenses in All Other in business segment reporting were as follows (in thousands):
 
2019
 
2018
 
2017
Non-qualified and performance stock options
$
1,939

 
$
201

 
$
865

Restricted stock / units
4,772

 
4,305

 
4,648

Performance shares / units
4,399

 
777

 
1,834

Total stock-based compensation expense
$
11,110

 
$
5,283

 
$
7,347



As of December 31, 2019, 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):
 
2019
 
2018
 
2017
Non-qualified and performance stock options
$

 
$
1,939

 
$
2,502

Restricted stock and restricted stock units
8,453

 
7,469

 
7,005

Performance shares and performance share units
8,269

 
7,441

 
5,523

Total unrecognized stock-based compensation expense
$
16,722

 
$
16,849

 
$
15,030


 
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 benefits for share-based compensation were realized during 2019, 2018 and 2017 due to a valuation allowance against deferred tax assets. In accordance with ASC 718, any tax benefits resulting from tax deductions in excess of the compensation expense recognized is classified as a component of financing cash flows.

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 the company's Common Shares on the date of grant. Stock option awards granted in 2017 were performance-based awards which became exercisable based upon achievement of the performance goals established by the Compensation Committee as achieved over a 3-year period ending in 2019 which were 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 following table summarizes information about stock option activity for the three years ended 2019, 2018 and 2017:  
 
2019
 
Weighted
Average
Exercise
Price
 
2018
 
Weighted
Average
Exercise
Price
 
2017
 
Weighted
Average
Exercise
Price
Options outstanding at January 1
1,885,362

 
$
18.78

 
2,631,569

 
$
19.44

 
2,542,732

 
$
21.19

Granted

 

 

 

 
756,420

 
12.15

Exercised

 

 
(184,549
)
 
14.28

 
(193,263
)
 
13.51

Canceled
(444,160
)
 
20.49

 
(561,658
)
 
23.34

 
(474,320
)
 
19.45

Options outstanding at December 31
1,441,202

 
$
18.26

 
1,885,362

 
$
18.78

 
2,631,569

 
$
19.44

Options exercise price range at December 31
$ 12.15 to

 
 
 
$ 12.15 to

 
 
 
$ 12.15 to

 
 
 
$
33.36

 
 
 
$
33.36

 
 
 
$
33.36

 
 
Options exercisable at December 31
910,267

 
 
 
1,354,202

 
 
 
2,029,773

 
 
Shares available for grant at December 31*
3,851,945

 
 
 
3,994,255

 
 
 
2,131,355

 
 
 ________________________
 *
Shares available for grant under the 2018 Plan as of December 31, 2019 reduced by net restricted stock and restricted stock unit and performance share and performance share unit award activity of (510,028) shares and 812,396 shares, respectively.

107

Notes to Financial Statements
 
Equity Compensation
 
 
 
 
 

The following table summarizes information about stock options outstanding at December 31, 2019:
 
Options Outstanding
 
Options Exercisable
Exercise Prices
Number
Outstanding
At 12/31/19
 
Weighted Average
Remaining
Contractual Life (Years)
 
Weighted Average
Exercise Price
 
Number
Exercisable
At 12/31/19
 
Weighted Average
Exercise Price
$ 12.15 – $20.00
792,284

 
5.8
 
$
12.75

 
261,349

 
$
13.98

$ 20.01 – $25.00
306,999

 
1.7
 
24.45

 
306,999

 
24.45

$ 25.01 – $30.00
337,423

 
0.6
 
25.33

 
337,423

 
25.33

$ 30.01 – $33.36
4,496

 
1.4
 
33.36

 
4,496

 
33.36

Total
1,441,202

 
3.7
 
$
18.26

 
910,267

 
$
21.82



The 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. No stock options were issued in 2019 or 2018 and those issued in 2017 were performance-based and vested after the conclusion of the three-year performance period ended 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 outstanding stock options were issued in 2014 or 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 equally in 25% installments in each year. Options granted with graded vesting were accounted for as single options. The fair value of options granted is estimated on the date of grant using the Black-Scholes option-pricing model. The calculated fair value of the 2017 performance option awards was $5.38 based on the following assumptions:
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 yields was based on historical dividends. Expected stock price volatility percentage was calculated at each date of grant based on historical stock prices for a period of time commensurate with the expected life of the option. The assumed expected life and forfeiture percentage were based on the company's historical analysis of option history.

The weighted-average fair value of options granted in 2017 was $5.38. The weighted-average remaining contractual life of options outstanding at December 31, 2019, 2018 and 2017 was 3.7, 3.8 and 3.9 years, respectively. The weighted-average contractual life of options exercisable at December 31, 2019 was 1.6 years. The total intrinsic value of stock awards exercised in 2019, 2018 and 2017 was $0, $755,000 and $350,000, respectively. As of December 31, 2019 and 2018, the intrinsic value of all options outstanding and of all options exercisable was $0 and $0, respectively.

The exercise of stock awards in 2019, 2018 and 2017 resulted in cash received by the company totaling $0, $2,626,000 and $2,676,000 for each period, respectively with no tax benefits for any period. The total fair value of awards vested during 2019, 2018 and 2017 was $2,844,000, $1,000 and $363,000, respectively.


108

 
Notes to Financial Statements
 
 
Equity Compensation
 
 
 


Restricted Stock and Restricted Stock Units

The following table summarizes information about restricted shares and restricted share units (primarily for non-U.S. recipients):
 
2019
Weighted Average Fair Value
 
2018
Weighted Average Fair Value
 
2017
Weighted Average Fair Value
Stock / Units unvested at January 1
637,663

$
15.04

 
776,520

$
13.75

 
878,356

$
15.87

Granted
828,484

9.86

 
377,299

17.48

 
523,412

12.37

Vested
(309,150
)
14.26

 
(386,275
)
15.05

 
(369,128
)
16.63

Canceled
(191,912
)
12.60

 
(129,881
)
14.43

 
(256,120
)
14.02

Stock / Units unvested at December 31
965,085

$
11.32

 
637,663

$
15.04

 
776,520

$
13.75

 
 
 
 
 
 
 
 
 


The restricted stock awards generally vest ratably over the three years after the award 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 (primarily for non-U.S. recipients):
 
2019
 
Weighted Average Fair Value
 
2018
 
Weighted Average Fair Value
 
2017
 
Weighted Average Fair Value
Shares / Units unvested at January 1
448,294

 
$
14.37

 
457,879

 
$
12.33

 
309,468

 
$
14.58

Granted
576,737

 
9.93

 
205,164

 
17.48

 
336,694

 
12.02

Vested
(255,259
)
 
12.02

 
(155,766
)
 
12.82

 

 

Canceled
(16,500
)
 
11.99

 
(58,983
)
 
13.43

 
(188,283
)
 
15.48

Shares / Units unvested at December 31
753,272

 
$
11.82

 
448,294

 
$
14.37

 
457,879

 
$
12.33

 
 
 
 
 
 
 
 
 
 
 
 


During 2019, 2018 and 2017, the performance shares and performance share units (for non-U.S. recipients) were granted as performance awards with a 3-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 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, 2019 through December 31, 2021 established by the Compensation Committee at the time of grant. Recipients will be entitled to receive a number of Common 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. Performance award expense was recognized at 75% of target for the 2016 awards, which vested on December 31, 2019, and at 122.5% to 146.45% for the 2017 awards, which vested on December 31, 2019. The company continues to recognize expense related to the awards granted in 2018 and 2019 as it is considered probable that the performance goals for those awards will be met.

109

Notes to Financial Statements
 
Accumulated Other Comprehensive Income
 
 
 
 
 



Accumulated Other Comprehensive Income (Loss) by Component

Changes in accumulated other comprehensive income ("OCI") during the year ended December 31, 2019 were as follows (in thousands):
 
 
Foreign Currency
 
Long-Term Notes
 
Defined Benefit Plans
 
Derivatives
 
Total
December 31, 2018
 
$
12,244

 
$
2,662

 
$
(2,703
)
 
$
590

 
$
12,793

OCI before reclassifications
 
(3,346
)
 
(5,153
)
 
(1,157
)
 
1,958

 
(7,698
)
Amount reclassified from accumulated OCI
 

 

 
561

 
(2,528
)
 
(1,967
)
Net current-period OCI
 
(3,346
)
 
(5,153
)
 
(596
)
 
(570
)
 
(9,665
)
December 31, 2019
 
$
8,898

 
$
(2,491
)
 
$
(3,299
)
 
$
20

 
$
3,128


Changes in OCI during the year ended December 31, 2018 were as follows (in thousands):
 
 
Foreign Currency
 
Long-Term Notes
 
Defined Benefit Plans
 
Derivatives
 
Total
December 31, 2017
 
$
50,376

 
$
(4,612
)
 
$
(7,652
)
 
$
(1,242
)
 
$
36,870

OCI before reclassifications
 
(38,132
)
 
7,274

 
5,100

 
2,098

 
(23,660
)
Amount reclassified from accumulated OCI
 

 

 
(151
)
 
(266
)
 
(417
)
Net current-period OCI
 
(38,132
)
 
7,274

 
4,949

 
1,832

 
(24,077
)
December 31, 2018
 
$
12,244

 
$
2,662

 
$
(2,703
)
 
$
590

 
$
12,793



Reclassifications out of accumulated OCI for the year ended December 31, 2019 and December 31, 2018 were as follows (in thousands):
 
 
Amount reclassified from OCI
 
Affected line item in the Statement of Comprehensive (Income) Loss
 
 
2019
 
2018
 
 
Defined Benefit Plans:
 
 
 
 
 
 
Service and interest costs
 
$
561

 
$
(151
)
 
Selling, General and Administrative
Tax
 

 

 
Income Taxes
Total after tax
 
$
561

 
$
(151
)
 
 
 
 
 
 
 
 
 
Derivatives:
 
 
 
 
 
 
Foreign currency forward contracts hedging sales
 
$
(52
)
 
$
1,352

 
Net Sales
Foreign currency forward contracts hedging purchases
 
(2,673
)
 
(1,591
)
 
Cost of Products Sold
Total loss (income) before tax
 
(2,725
)
 
(239
)
 
 
Tax
 
197

 
(27
)
 
Income Taxes
Total after tax
 
$
(2,528
)
 
$
(266
)
 
 



110

 
Notes to Financial Statements
 
 
Capital Stock
 
 
 


Capital Stock

Capital stock activity for 2019, 2018 and 2017 consisted of the following (in thousands of shares):
 
Common Stock
Shares
 
Class B
Shares
 
Treasury
Shares
January 1, 2017 Balance
35,318

 
729

 
(3,616
)
Conversion of Class B to Common
723

 
(723
)
 

Exercise of stock options
193

 

 
(4
)
Restricted stock awards
298

 

 
(81
)
December 31, 2017 Balance
36,532

 
6

 
(3,701
)
Exercise of stock options
185

 

 
(50
)
Restricted stock awards
293

 

 
(90
)
December 31, 2018 Balance
37,010

 
6

 
(3,841
)
Restricted and performance stock awards
599

 

 
(112
)
December 31, 2019
37,609

 
6

 
(3,953
)


Stock awards for 191,912, 129,881 and 256,120 shares were canceled in 2019, 2018 and 2017, respectively. In 2019, 2018 and 2017, dividends of $0.05 per Common Share were declared and paid. In 2018, dividends of $0.023 and $0.034 were declared and paid, respectively, per Class B Common Share as the Board of Directors suspended further dividends on the Class B Common Shares. In 2017, dividends of $0.045 per Class B Common Share were declared and paid, respectively.



111

Notes to Financial Statements
 
Charges Related to Restructuring
 
 
 
 
 

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 each of the segments. In addition, as a result of the company's transformation strategy, additional restructuring actions were implemented in 2017 and have continued into 2019.

Charges for the year ended December 31, 2017 totaled $12,274,000 which were related to North America ($8,889,000), Europe ($1,975,000) and All Other ($1,410,000). In North America, costs were incurred related to severance ($8,162,000) and lease termination costs ($727,000). The European charges were incurred related to severance ($1,753,000) and lease termination costs ($222,000). The European and All Other charges were for severance costs. Payments for the year ended December 31, 2017 were $10,438,000 and the cash payments were funded with company's cash on hand. The 2017 charges have been paid out.

Charges for the year ended December 31, 2018 totaled $3,481,000 which were related to North America ($1,359,000), Europe ($1,773,000) and All Other
 
($349,000). In North America, costs were incurred related to severance ($1,471,000) and lease termination reversals were recognized ($112,000). The European and All Other charges were incurred related to severance costs. Payments for the year ended December 31, 2018 were $5,804,000 and the cash payments were funded with company's cash on hand. Most of the 2018 charges have been paid out.

Charges for the year ended December 31, 2019 totaled $11,829,000 which were related to North America ($1,617,000), Europe ($9,579,000) and All Other ($633,000). In North America, costs were incurred related to severance ($1,573,000) and lease termination costs ($44,000). The European charges were incurred related to severance ($9,356,000) and lease termination costs ($223,000) while All Other charges were related to severance. The majority of the 2019 charges are expected to be paid out within twelve months.

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. To date, the company's liquidity has not been materially impacted.

A progression by reporting segment of the accruals recorded as a result of the restructuring is as follows (in thousands):
 
Severance
 
Contract Terminations
 
Total
January 1, 2017 Balance
 
 
 
 
 
North America
$
783

 
$
120

 
$
903

All Other
1,266

 

 
1,266

Total
2,049

 
120

 
2,169

Charges
 
 
 
 
 
North America
8,162

 
727

 
8,889

Europe
1,753

 
222

 
1,975

All Other
1,410

 

 
1,410

Total
11,325

 
949

 
12,274

Payments
 
 
 
 
 
North America
(6,506
)
 
(680
)
 
(7,186
)
Europe
(1,504
)
 
(88
)
 
(1,592
)
All Other
(1,660
)
 

 
(1,660
)
Total
$
(9,670
)
 
$
(768
)
 
$
(10,438
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


112

 
Notes to Financial Statements
 
 
Charges Related to Restructuring
 
 
 


 
Severance
 
Contract Terminations
 
Total
December 31, 2017 Balance
 
 
 
 
 
North America
$
2,439

 
$
167

 
$
2,606

Europe
249

 
134

 
383

All Other
1,016

 

 
1,016

Total
3,704

 
301

 
4,005

Charges
 
 
 
 
 
North America
1,471

 
(112
)
 
1,359

Europe
1,773

 

 
1,773

All Other
349

 

 
349

Total
3,593

 
(112
)
 
3,481

Payments
 
 
 
 
 
North America
(3,254
)
 
(30
)
 
(3,284
)
Europe
(1,841
)
 
(134
)
 
(1,975
)
All Other
(545
)
 

 
(545
)
Total
(5,640
)
 
(164
)
 
(5,804
)
December 31, 2018 Balance
 
 
 
 
 
North America
656

 
25

 
681

Europe
181

 

 
181

All Other
820

 

 
820

Total
1,657

 
25

 
1,682

Charges
 
 
 
 
 
North America
1,573

 
44

 
1,617

Europe
9,356

 
223

 
9,579

All Other
633

 

 
633

Total
11,562

 
267

 
11,829

Payments
 
 
 
 
 
North America
(2,018
)
 
(69
)
 
(2,087
)
Europe
(3,131
)
 
(219
)
 
(3,350
)
All Other
(1,047
)
 

 
(1,047
)
Total
(6,196
)
 
(288
)
 
(6,484
)
December 31, 2019 Balance
 
 
 
 
 
North America
211

 

 
211

Europe
6,406

 
4

 
6,410

All Other
406

 


406

Total
$
7,023

 
$
4

 
$
7,027

 
 
 
 
 
 


113

Notes to Financial Statements
 
Income Taxes
 
 
 
 
 

Income Taxes

Earnings (loss) from continuing operations before income taxes consist of the following (in thousands):
 
2019
 
2018
 
2017
Domestic
$
(66,135
)
 
$
(72,703
)
 
$
(96,343
)
Foreign
22,110

 
38,601

 
30,093

 
$
(44,025
)
 
$
(34,102
)
 
$
(66,250
)


The company has provided for income taxes (benefits) from continuing operations as follows (in thousands):
 
2019
 
2018
 
2017
Current:
 
 
 
 
 
Federal
$
152

 
$
(202
)
 
$
(125
)
State
(90
)
 
147

 
(437
)
Foreign
10,070

 
12,675

 
15,223

 
10,132

 
12,620

 
14,661

Deferred:
 
 
 
 
 
Federal
(148
)
 
(2,073
)
 
(2,164
)
State

 

 

Foreign
(682
)
 
(727
)
 
(2,206
)
 
(830
)
 
(2,800
)
 
(4,370
)
Income Taxes
$
9,302

 
$
9,820

 
$
10,291



Included in the 2018 Federal deferred taxes is a benefit of $680,000 related to an intra-period allocation to continuing operations. A charge in an equal amount is in other comprehensive income. In addition, included in deferred federal taxes is a benefit of $148,000 and $2,023,000 in 2019 and 2018, respectively, which resulted from the effective of indefinite intangibles and a related 2018 indefinite loss carryforward created, due to the U.S. tax reform legislation, resulting in a deferred tax benefit.

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.

The SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income
 
tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements.

Reduction of U.S. federal corporate tax rate: The US Tax Cuts and Jobs Act of 2017 reduces the corporate rate to 21%, effective January 1, 2018. Consequently, the company has provisionally recorded a decrease related to deferred tax assets and liabilities of $64,440,000 and $20,034,000, respectively, and has recorded a decrease to the valuation allowance of $45,986,000 with a corresponding net adjustment to deferred tax benefit of $1,580,000 for the year-ended December 31, 2017.

Deemed Repatriation Transition Tax: The Deemed Repatriation Transition tax (Transition Tax) is a tax on previously untaxed accumulated and current earnings and profit (E&P) of certain of our foreign subsidiaries. To determine the amount of Transition Tax, a company must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries as well as the amount of non-U.S. income taxes paid on such earnings. The company believed it had an overall foreign E&P deficit and accordingly did not record any provisional Transition Tax obligation as of December 31, 2017. During 2018, the company concluded it did not have a transitional tax liability.

114

 
Notes to Financial Statements
 
 
Income Taxes
 
 
 


The company determined at December 31, 2017 the provisional calculations would be finalized after the underlying timing differences and foreign earnings and profits were finalized with the company's 2017 federal tax return filing. The provision calculations were finalized in 2018 with the company's federal tax return.

The company has historically considered the undistributed earnings of the company's foreign subsidiaries to be indefinitely reinvested, and, accordingly, no taxes have been provided on such earnings (other than earnings of our Chinese subsidiary). The company continues to evaluate its plans for reinvestment or repatriation of unremitted foreign earnings and has not changed its previous indefinite reinvestment determination following the enactment of the Tax Act. As a result of U.S. tax reform legislation,
 
distributions of profits from non-U.S. subsidiaries are not expected to cause a significant incremental U.S. tax impact in the future. However, these distributions may be subject to non-U.S. withholding taxes if profits are distributed from certain jurisdictions. Undistributed profits of non-U.S. subsidiaries of approximately $36.3 million are considered indefinitely reinvested. Determination of the amount of unrecognized deferred tax liability related to indefinitely reinvested profits is not practicable.

The company regularly reviews its cash positions and its determination of permanent reinvestment of foreign earnings. If the company determines all or a portion of such foreign earnings are no longer indefinitely reinvested, the company may be subject to additional foreign withholding taxes and U.S. state income taxes.

A reconciliation to the effective income tax rate from the federal statutory rate is as follows:
 
2019
 
2018
 
2017
Statutory federal income tax rate (benefit)
(21.0
)%
 
(21.0
)%
 
(35.0
)%
State and local income taxes, net of federal income tax benefit
(0.2
)
 
0.3

 
(0.4
)
Tax credits

 

 
(0.2
)
Expiring foreign tax credits
40.2

 
4.7

 
2.1

Foreign taxes at other than the federal statutory rate (including tax holidays)
5.1

 
12.9

 
(1.3
)
Federal and foreign valuation allowance
(20.4
)
 
35.6

 
46.2

Withholding taxes
0.1

 
0.2

 
0.1

Unremitted earnings
0.1

 

 
(1.1
)
Dividends

 

 
5.7

Debt repurchase
1.7

 

 

Foreign branch activity
12.4

 
0.1

 
(1.2
)
Uncertain tax positions
1.4

 
(1.9
)
 
0.1

Effects of US Tax Reform

 

 
(2.4
)
Intraperiod allocations to OCI

 
(2.0
)
 

Other, net
1.7

 
(0.1
)
 
2.9

Effective federal income tax rate
21.1
 %
 
28.8
 %
 
15.5
 %

 
At December 31, 2019, total deferred tax assets were $178,632,000, total deferred tax liabilities were $38,290,000 and the tax valuation allowance total was $162,790,000 for a net deferred income tax liability of $22,448,000 compared to total deferred tax assets of $178,301,000, total deferred tax liabilities of $27,971,000 and a tax valuation allowance total of $174,659,000 for a net deferred income tax liability of $24,329,000 at December 31, 2018. The company recorded a valuation allowance for its U.S. and certain foreign country net deferred tax assets where it is or is projected to be in a three-year cumulative loss.





 





115

Notes to Financial Statements
 
Income Taxes
 
 
 
 
 

Significant components of long-term deferred income tax assets and liabilities at December 31, 2019 and 2018 are as follows (in thousands):
 
2019
 
2018
Bad Debt
$
841

 
$
954

Warranty
1,391

 
2,134

Other accrued expenses and reserves
1,515

 
511

Inventory
2,993

 
2,878

Goodwill and intangibles
(22,686
)
 
(23,589
)
Convertible debt
(1,530
)
 
(1,225
)
Fixed assets
(13,421
)
 
(3,107
)
Compensation and benefits
5,965

 
6,268

Loss and credit carryforwards
121,602

 
131,896

Product liability
3,113

 
2,315

State and local taxes
31,499

 
31,345

Valuation allowance
(162,790
)
 
(174,659
)
Lease liability
9,713

 

Other, net
(653
)
 
(50
)
Net Deferred Income Taxes
$
(22,448
)
 
$
(24,329
)


The company made net payments for income taxes of $12,463,000, $15,820,000, and $15,377,000 during the years ended December 31, 2019, 2018 and 2017, respectively.

 
The company has a federal domestic net operating loss carryforward of $360,749,000 of which $287,360,000 expires between 2034 and 2037 and the remaining are non-expiring; domestic interest carryforward of $49,656,000 which is non-expiring and federal tax credit carryforwards of $15,838,000 of which $4,906,000 expire between 2020 and 2022 and $9,070,000 expire between 2023 and 2027, $1,862,000 expire between 2031 and 2037.
At December 31, 2019, the company also had $665,139,000 of domestic state and local tax loss carryforwards, of which $179,438,000 expire between 2020 and 2023, $229,018,000 expire between 2024 and 2033 and $235,221,000 expire after 2033 and $21,462,000 have an unlimited carryover.
At December 31, 2019, the company had foreign tax loss carryforwards of approximately $76,800,000 of which $16,069,000 expire by 2026 and the remaining are non-expiring all of which are offset by valuation allowances except for $582,000.

As of December 31, 2019 and 2018, the company had a liability for uncertain tax positions, excluding interest and penalties of $2,082,000 and $1,623,000, respectively. The total liabilities associated with unrecognized tax benefits that, if recognized, would impact the effective tax rates were $2,082,000 and $1,623,000 at December 31, 2019 and 2018, respectively.
A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows (in thousands):
 
2019
 
2018
Balance at beginning of year
$
2,355

 
$
2,865

Additions to:
 
 
 
Positions taken during the current year
641

 
58

Positions taken during a prior year
52

 
163

Exchange rate impact
14

 

Deductions due to:
 
 
 
Exchange rate impact

 
(22
)
Positions taken during a prior year

 
(546
)
Lapse of statute of limitations
(190
)
 
(163
)
Balance at end of year
$
2,872

 
$
2,355



The company recognizes interest and penalties associated with uncertain tax positions in income tax expense. During 2019, 2018 and 2017 the expense (benefit) for interest and penalties was $13,000, $(322,000) and $30,000, respectively. The company had approximately $530,000 and $517,000 of accrued interest and penalties as of December 31, 2019 and 2018, respectively.


 
The company and its subsidiaries file income tax returns in the U.S. and certain foreign jurisdictions. The company is subject to U.S. federal income tax examinations for calendar years 2016 to 2019 with limited exceptions, and is subject to various U.S. state income tax examinations for 2015 to 2019. With regards to foreign income tax jurisdictions, the company is generally subject to examinations for the periods 2013 to 2019.

116

 
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 earnings (loss) per common share for the periods indicated.
 
2019
 
2018
 
2017
 
(In thousands, except per share data)
Basic
 
 
 
 
 
Average common shares outstanding
33,594

 
33,124

 
32,752

 
 
 
 
 
 
Net loss
$
(53,327
)
 
$
(43,922
)
 
$
(76,541
)
 
 
 
 
 
 
Net loss per common share
$
(1.59
)
 
$
(1.33
)
 
$
(2.34
)
 
 
 
 
 
 
Diluted
 
 
 
 
 
Average common shares outstanding
33,594

 
33,124

 
32,752

Stock options and awards
48

 
419

 
464

Average common shares assuming dilution
33,642

 
33,543

 
33,216

 
 
 
 
 
 
Net loss
$
(53,327
)
 
$
(43,922
)
 
$
(76,541
)
 
 
 
 
 
 
Net loss per common share *
$
(1.59
)
 
$
(1.33
)
 
$
(2.34
)


* Net earnings (loss) per share assuming dilution calculated utilizing weighted average shares outstanding - basic for the periods in which there was a net loss.

At December 31, 2019, 2018 and 2017, shares associated with stock options of 326,799, 333,899 and 801,992, respectively, were excluded from the average common shares assuming dilution, as they were anti-dilutive. At December 31, 2019, 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 price of $6.93 for 2019. In 2018, 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 price of $15.27 for 2018. In 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 price of $13.93 for 2017. For the 2019, 2018 and 2017 net loss per share from continuing operations calculation, all the shares associated with stock options were anti-dilutive because of the company's loss.















 

For 2019, 2018 and 2016, 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.


117

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 $2,355,000 at December 31, 2019 to DLL for events of default under the contracts, which total $9,008,000 at December 31, 2019. Guarantees, ASC 460, requires the company to record a guarantee liability as it relates to the limited recourse obligation. As such, the company has recorded a liability of $41,000 for this guarantee obligation within accrued expenses. The company's recourse is re-evaluated by DLL biannually, 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-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. 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.

The company's top 10 customers accounted for approximately 19.1% of 2019 net sales. The loss of business of one or more of these customers may have a significant impact on the company, although no single customer accounted for more than 5.2% of the company's 2019 net sales. Providers who are part of a buying group generally make individual purchasing decisions and are invoiced directly by the company.


118

 
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. 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 $148,874,000 and $165,200,000 matured during the twelve months ended December 31, 2019 and 2018, respectively.


119

Notes to Financial Statements
 
Derivatives
 
 
 
 
 


Outstanding foreign currency forward exchange contracts qualifying and designated for hedge accounting treatment were as follows (in thousands USD):
 
December 31, 2019
 
December 31, 2018
 
Notional
Amount
 
Unrealized
Net Gain
(Loss)
 
Notional
Amount
 
Unrealized
Net Gain
(Loss)
USD / AUD
$
3,840

 
$
(106
)
 
$
6,390

 
$
146

USD / CAD
3,888

 
32

 
12,221

 
(101
)
USD / CNY

 

 
4,460

 
32

USD / EUR
110,905

 
122

 
70,748

 
173

USD / GBP
3,972

 
(8
)
 
1,233

 

USD / NZD
2,760

 
(166
)
 
10,359

 
149

USD / SEK
5,062

 
(38
)
 
603

 

USD / MXP
6,763

 
346

 
7,801

 
37

EUR / CAD
4,151

 
24

 

 

EUR / CHF
9,821

 
10

 

 

EUR / GBP
29,824

 
(216
)
 
41,087

 
174

EUR / NOK
5,797

 
15

 
977

 

EUR / SEK
9,493

 
(46
)
 
15,106

 
(92
)
EUR / NZD

 

 
2,042

 
64

DKK / SEK
5,936

 
24

 
1,561

 

NOK / SEK
5,151

 
18

 

 

 
$
207,363

 
$
11

 
$
174,588

 
$
582



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 2019 or 2018 related to these contracts and the associated short-term intercompany trading receivables and payables.


120

 
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 2019 and 2018, respectively, and outstanding were as follows (in thousands USD):
 
December 31, 2019
 
December 31, 2018
 
Notional
Amount
 
Gain
(Loss)
 
Notional
Amount
 
Gain
(Loss)
AUD / USD
$
10,000

 
$
(94
)
 
$
11,500

 
$
167

CAD / USD
8,000

 
(50
)
 

 
$

EUR / USD
10,000

 
104

 

 

GBP / USD
7,000

 
40

 

 

NZD / USD
4,500

 
(101
)
 
3,000

 
30

NOK / EUR

 

 
18

 

NZD / AUD
7,900

 
23

 
10,800

 
22

 
$
47,400

 
$
(78
)
 
$
25,318

 
$
219



The fair values of the company's derivative instruments were as follows (in thousands):
 
December 31, 2019
 
December 31, 2018
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Derivatives designated as hedging instruments under ASC 815
 
 
 
 
 
 
 
Foreign currency forward exchange contracts
$
668

 
$
657

 
$
792

 
$
210

Derivatives not designated as hedging instruments under ASC 815
 
 
 
 
 
 
 
Foreign currency forward exchange contracts
170

 
248

 
228

 
9

Total derivatives
$
838

 
$
905

 
$
1,020

 
$
219



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) was as follows (in thousands):
Derivatives (foreign currency forward exchange contracts) 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)
Year ended December 31, 2019
$
1,958

 
$
2,528

 
$

Year ended December 31, 2018
$
2,098

 
$
266

 
$

 
 
 
 
 
 
Derivatives (foreign currency forward exchange contracts) not designated as hedging instruments under ASC 815
Amount of Gain (Loss)
Recognized in Income on
Derivatives
 
 
 
 
Year ended December 31, 2019
$
(78
)
 
 
 
 
Year ended December 31, 2018
$
219

 
 
 
 



121

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. In 2019, net sales were increased by $52,000 and cost of product sold was decreased by $2,673,000 for a net pre-tax realized gain of $2,725,000. In 2018, net sales were decreased by $1,352,000 and cost of product sold was decreased by $1,591,000 for a net pre-tax realized gain of $239,000. In 2017, net sales were increased by $517,000 and cost of product sold was increased by $1,357,000 for a net realized loss of $840,000.

A loss of $78,000 in 2019, a gain of $150,000 in 2018 and a loss of $78,000 in 2017 were recognized in selling, general and administrative (SG&A) expenses related to forward contracts not designated as hedging instruments. The forward contracts were entered into to offset gains/losses that were also recorded in 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. 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, 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, with the offset to the income statement.





122

 
Notes to Financial Statements
 
 
Derivatives
 
 
 


The fair values of the outstanding convertible note derivatives as of December 31, 2019 and their effect on the Statement of Comprehensive Income (Loss) were as follows (in thousands):
 
 
 
Gain (Loss)
 
Fair Value
 
Twelve Months Ended
 
December 31, 2019
 
December 31, 2019
 
December 31, 2018
Convertible 2021 debt conversion long-term liability
$

 
$
(2,210
)
 
$
51,696

Convertible 2022 debt conversion long-term liability

 
(6,193
)
 
50,803

Convertible 2021 note hedge long-term asset

 
2,852

 
(45,887
)
Convertible 2022 note hedge long-term asset

 
6,748

 
(44,618
)
Net fair value and net gains (losses) on convertible debt derivatives
$

 
$
1,197

 
$
11,994

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. The year-to-date changes in the fair values of the convertible debt conversion liabilities and note hedge derivatives were significantly impacted by the change in the company's stock price.
 
On May 16, 2019, the company received shareholder approval authorizing it to elect to settle future conversions of convertible notes in common shares. As a result of the shareholder approval, the note hedge assets and conversion liabilities may no longer be bifurcated and accounted for as separate derivatives and thus were eliminated together with a corresponding offset to additional paid-in-capital.



123

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.
 
On May 16, 2019, the company received shareholder approval to elect to settle future conversions of convertible notes in common shares. As a result of the shareholder approval, the note hedge assets and conversion liabilities may no longer be bifurcated and accounted for as separate derivatives and thus they are no longer accounted for as separate assets and liabilities.
 


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
 
Quoted Prices in Active Markets
for Identical
Assets / (Liabilities)
 
Significant
Other
Observable
Inputs
 
Significant
Other
Unobservable
Inputs
 
Level I
 
Level II
 
Level III
December 31, 2019
 
 
 
 
 
 
Forward exchange contracts—net
 

 
$
(67
)
 

December 31, 2018
 
 
 
 
 
 
Forward exchange contracts—net
 

 
$
801

 

Convertible 2021 debt conversion liability
 

 
(1,458
)
 

Convertible 2021 note hedge asset
 

 
1,028

 

Convertible 2022 debt conversion liability
 

 
(2,611
)
 

Convertible 2022 note hedge asset
 

 
2,062

 



The carrying and fair values of the company's financial instruments at December 31, 2019 and 2018 are as follows (in thousands):
 
2019
 
2018
 
Carrying
Value
 
Fair Value
 
Carrying
Value
 
Fair Value
Cash and cash equivalents
$
80,063

 
$
80,063

 
$
116,907

 
$
116,907

Other investments
85

 
85

 
90

 
90

Installment receivables, net of reserves
913

 
913

 
1,796

 
1,796

Long-term debt (including current maturities of long-term debt) *
(267,366
)
 
(225,037
)
 
(255,645
)
 
(181,928
)
Convertible 2021 debt conversion liability in Other Long-Term Obligations

 

 
(1,458
)
 
(1,458
)
Convertible 2021 note hedge in Other Long-Term Assets

 

 
1,028

 
1,028

Convertible 2022 debt conversion liability in Other Long-Term Obligations

 

 
(2,611
)
 
(2,611
)
Convertible 2022 note hedge in Other Long-Term Assets

 

 
2,062

 
2,062

Forward contracts in Other Current Assets
838

 
838

 
1,020

 
1,020

Forward contracts in Accrued Expenses
(905
)
 
(905
)
 
(219
)
 
(219
)

________
* 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 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 are also shown net of the discount and fees. Long-term debt amounts also include long term lease obligations for both operating and financing leases.

124

 
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 an investment in a limited partnership, which is accounted for using the cost method, adjusted for any estimated declines in value. The investment was acquired in a private placement 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 of each year. No impairment was recognized in 2019, 2018 or 2017.

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. Long term lease obligations for both operating and financing leases are based on present value of minimum lease payments. 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 liabilities and note hedge derivatives were 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-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.


 
The gains and losses that result from the majority of the forward contracts are deferred and recognized when the offsetting gains and losses for the identified transactions are recognized. The company recognized a net gain of $2,725,000 in 2019 compared to a gain of $239,000 and a loss of $840,000 in 2018 and 2017, respectively, related to ASC 815 designated derivatives. Gains or losses recognized as the result of the settlement of forward contracts are recognized in cost of products sold for hedges of inventory transactions, sales for hedges of forecasted sales or selling, general and administrative expenses for other hedged transactions.

Intangibles and Goodwill: Under Intangibles—Goodwill and Other, ASC 350, goodwill and intangible assets deemed to have indefinite lives are subject to annual impairment tests. Furthermore, goodwill and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To review goodwill for impairment in accordance with ASC 350, the company first estimates the fair value of each reporting unit and compares the calculated fair value to the carrying value of each reporting unit. A reporting unit is defined as an operating segment or one level below. The company has determined that its reporting units are North America / HME, Europe, Institutional Products Group and Asia Pacific.

To estimate the fair values of the reporting units, the company utilizes a discounted cash flow method model in which the company forecasts income statement and balance sheet amounts based on assumptions regarding future sales growth, profitability, inventory turns, days' sales outstanding, etc. to forecast future cash flows. The cash flows are discounted using a weighted average cost of capital discount rate where the cost of debt is based on quoted rates for 20-year debt of companies of similar credit risk and the cost of equity is based upon the 20-year treasury rate for the risk-free rate, a market risk premium, the industry average beta and a small cap stock adjustment. The discount rates used have a significant impact upon the discounted cash flow methodology utilized in the company's annual impairment testing as higher discount rates decrease the fair value estimates. The assumptions used are based on a market participant view and yielded a discount rate of 11.88% in 2019 for the company's annual impairment analysis for the reporting units with goodwill compared to 12.41% in 2018 and 9.07% in 2017.
The company also utilizes an Enterprise Value (EV) to EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) Method to compute the fair value of its reporting units which considers potential acquirers and their EV to EBITDA multiples adjusted by an estimated premium. While more weight is given to the discounted cash flow method, the EV to EBITDA Method does provide

125

Notes to Financial Statements
 
Fair Values
 
 
 
 
 


corroborative evidence of the reasonableness of the discounted cash flow method results.
While there was no indication of impairment in 2019 related to goodwill for the Europe or Institutional Products Group units, a future potential impairment is possible for these reporting units should actual results differ materially from forecasted results used in the valuation analysis. Furthermore, the company's annual valuation of goodwill can differ materially if the market inputs used to determine the discount rate change significantly. For instance, higher interest rates or greater stock price volatility would increase the discount rate and thus increase the chance of impairment. In consideration of this potential, the company reviewed the results if the discount rate used were 100 basis points higher for the 2019 impairment analysis and determined that there still would not be any indicator of potential impairment for Europe and Institutional Products Group reporting units.






















 
The company recognized an intangible impairment charge in the Institutional Products Group reporting unit, which is part of the North America segment, of $587,000 ($435,000 after-tax) in 2019 and $583,000 ($431,000 after-tax) in 2018 related to a trademark with an indefinite life. The fair value of the trademark was calculated using a relief from royalty payment methodology which requires applying an estimated market royalty rate to forecasted net sales and discounting the resulting cash flows to determine fair value.
The fair values of the company's intangible assets were calculated using inputs that are not observable in the market and included management's own estimates regarding the assumptions that market participants would use and thus these inputs are deemed Level III inputs in regard to the fair value hierarchy.

126

 
Notes to Financial Statements
 
 
Business Segments
 
 
 


Business Segments

The company operates in two primary business segments: North America and Europe with each selling the company's primary product categories, which include: lifestyle, mobility and seating and respiratory therapy products. Sales in Asia Pacific are reported in All Other and include products similar to those sold in North America and Europe. 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.

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 impairments and gain on sale of business (as applicable).

This performance measure, segment operating income (loss), is used by the Chief Operating Decision Maker (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 the first quarter of 2019, the company reassessed the alignment of its reporting segments and combined the North America/Home Medical Equipment (NA/HME) and Institutional Products Group (IPG) segments into a single operating segment, referred to as North America. This change better reflects how the company manages, allocates resources and assesses performance of the businesses contained in the North America segment. Additionally, the company reassessed the activity of the businesses in its former Asia Pacific segment and began reporting the Asia Pacific businesses as part of the All Other segment, since those businesses, individually and collectively, are not large enough relative to the company's overall business to merit disclosure as a separate reporting segment. The company believes that these changes provide improved transparency of the company’s business results to its shareholders, and are better aligned with how the company manages its businesses. Segment results for 2018 and 2017 have been reclassified to reflect the realignment of the company’s reporting segments and be comparable to the segment results for 2019.

As part of the company's realignment of its reportable and operating segments, the company considered whether the reporting units used for purposes of assessing impairment of goodwill should be changed and concluded that no changes were necessary.

The information by segment is as follows (in thousands): 
 
2019
 
2018
 
2017
Revenues from external customers
 
 
 
 
 
Europe
$
533,048

 
$
558,518

 
$
535,326

North America
348,201

 
364,590

 
380,290

All Other (Asia Pacific)
46,715

 
49,239

 
50,881

Consolidated
$
927,964

 
$
972,347

 
$
966,497

Intersegment revenues
 
 
 
 
 
Europe
$
14,185

 
$
15,784

 
$
13,815

North America
80,727

 
90,944

 
84,799

All Other (Asia Pacific)
13,033

 
17,737

 
15,312

Consolidated
$
107,945

 
$
124,465

 
$
113,926

Restructuring charges before income taxes
 
 
 
 
 
Europe
$
9,579

 
$
1,773

 
$
1,975

North America
1,617

 
1,359

 
8,889

All Other
633

 
349

 
1,410

Consolidated
$
11,829

 
$
3,481

 
$
12,274

 
 
 
 
 
 
 
 
 
 
 
 

127

Notes to Financial Statements
 
Business Segments
 
 
 
 
 


 
2019
 
2018
 
2017
Depreciation and amortization
 
 
 
 
 
Europe
$
7,851

 
$
8,125

 
$
7,446

North America
6,429

 
6,228

 
5,745

All Other (1)
1,283

 
1,203

 
1,440

Consolidated
$
15,563

 
$
15,556

 
$
14,631

Net interest expense
 
 
 
 
 
Europe
$
368

 
$
225

 
$
229

North America
28,070

 
27,355

 
22,006

All Other
209

 
222

 
199

Consolidated
$
28,647

 
$
27,802

 
$
22,434

Operating income (loss)
 
 
 
 
 
Europe
$
36,174

 
$
32,673

 
$
33,160

North America
(7,592
)
 
(32,506
)
 
(36,992
)
All Other (1)
(26,576
)
 
(14,397
)
 
(23,733
)
Charge related to restructuring activities
(11,829
)
 
(3,481
)
 
(12,274
)
Asset write-off
(587
)
 
(583
)
 
(320
)
Consolidated operating loss
(10,410
)
 
(18,294
)
 
(40,159
)
Net gain (loss) on convertible derivatives
1,197

 
11,994

 
(3,657
)
Loss on debt extinguishment including debt finance charges and fees
(6,165
)
 

 

Net Interest expense
(28,647
)
 
(27,802
)
 
(22,434
)
Loss before income taxes
$
(44,025
)
 
$
(34,102
)
 
$
(66,250
)
Assets
 
 
 
 
 
Europe
$
602,471

 
$
611,230

 
$
646,085

North America (2)
212,733

 
242,341

 
388,021

All Other
36,922

 
32,284

 
31,927

Consolidated
$
852,126

 
$
885,855

 
$
1,066,033

Long-lived assets
 
 
 
 
 
Europe
$
408,847

 
$
407,021

 
$
430,998

North America (2)
79,369

 
77,009

 
173,578

All Other
8,033

 
4,415

 
4,543

Consolidated
$
496,249

 
$
488,445

 
$
609,119

Expenditures for assets
 
 
 
 
 
Europe
$
6,041

 
$
5,348

 
$
5,819

North America
3,679

 
3,648

 
7,755

All Other
1,154

 
827

 
995

Consolidated
$
10,874

 
$
9,823

 
$
14,569

   ________________________
(1) Consists of un-allocated corporate SG&A costs and intercompany profits, which do not meet the quantitative criteria for determining reportable segments.
(2) Total assets and long-lived assets materially impacted by change in the fair value of the company's convertible note hedge assets.



128

 
Notes to Financial Statements
 
 
Business Segments
 
 
 


Net sales by product, are as follows (in thousands):
 
2019
 
2018
 
2017
Europe
 
 
 
 
 
Lifestyle
$
245,987

 
$
263,340

 
$
266,290

Mobility and Seating
249,144

 
252,997

 
225,909

Respiratory Therapy
19,258

 
23,736

 
26,261

Other(1)
18,659

 
18,445

 
16,866


$
533,048

 
$
558,518

 
$
535,326

North America
 
 
 
 
 
Lifestyle
$
173,039

 
$
172,622

 
$
179,563

Mobility and Seating
121,955

 
122,013

 
112,448

Respiratory Therapy
51,649

 
67,797

 
85,760

Other(1)
1,558

 
2,158

 
2,519


$
348,201

 
$
364,590

 
$
380,290

All Other (Asia Pacific)
 
 
 
 
 
Mobility and Seating
$
28,448

 
$
31,286

 
$
29,096

Lifestyle
10,831

 
10,829

 
14,003

Respiratory Therapy
1,283

 
1,330

 
1,640

Other(1)
6,153

 
5,794

 
6,142

 
$
46,715

 
$
49,239

 
$
50,881

 
 
 
 
 
 
Total Consolidated
$
927,964

 
$
972,347

 
$
966,497

   ________________________
(1)
Includes various services, including repair services, equipment rentals and external contracting.
 
No single customer accounted for more than 5.2% of the company's sales.


129

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 the product liability lawsuits that the company 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 became 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. 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 take place at the impacted Elyria facilities and (iii) replacement, service and repair of products already in use from the Taylor Street manufacturing facility. Under the terms of the consent decree, in order to resume full operations, the company had to successfully complete independent, third-party expert certification audits at the impacted Elyria facilities, comprising three distinct certification reports separately submitted to, and subject to acceptance by, FDA; submit its own report to the FDA; and successfully complete a reinspection by FDA of the company's Corporate and Taylor Street facilities.
On July 24, 2017, following its June 2017 reinspection of the Corporate and Taylor Street facilities, FDA notified the company that it is in 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 24, 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.
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

130

 
Notes to Financial Statements
 
 
Contingencies
 
 
 


and adversely affect the company's business, financial condition, and results of operations.
The limitations previously imposed by the FDA consent decree negatively affected net sales in the North America segment and, to a certain extent, the Asia Pacific region beginning in 2012. The limitations led to delays in new product introductions. Further, uncertainty regarding how long the limitations would be in effect limited the company's ability to renegotiate and bid on certain customer contracts and otherwise led to a decline in customer orders.
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 the North America segment and Asia Pacific region has been considerable, and 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 North America segment have declined 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 and as a result of changes in reimbursement in the U.S. which became effective January 1, 2019.














 
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.
Any of the above contingencies could have an adverse impact on the company's financial condition or results of operations.



131

Notes to Financial Statements
 
Subsequent Events
 
 
 
 
 

Subsequent Events

On March 7, 2020, the company, completed the sale (the “Transaction”) of its indirect subsidiary, Dynamic Controls, a New Zealand incorporated unlimited company (“Dynamic Controls”), to Allied Motion Christchurch Limited, a New Zealand limited company (the “Purchaser”), pursuant to a Securities Purchase Agreement among the company, Invacare Holdings New Zealand, a New Zealand incorporated unlimited company, and the Purchaser, dated March 6, 2020 (the “Purchase Agreement”). Dynamic Controls is a producer of electronic control systems for powered medical mobility devices, including systems incorporating the LiNX™ technology platform. Dynamic Controls was a component of the All Other Segment.
Dynamic Controls is a supplier of power mobility products and respiratory components to the company as well as supplying power mobility products to external customers. In 2019, total sales were $17,174,000, including $13,087,000 in intercompany sales, compared to 2018 sales of $19,982,000, including $17,778,000 in intercompany sales. Earnings before Income Taxes was approximately $853,000 and $2,462,000 in 2019 and 2018, respectively, inclusive of intercompany profits on sales to the company.
The decline in revenue and profits in 2019 as compared to 2018 was the result of lower intercompany sales as the Company focused on improving its working capital, specifically related to inventory globally, which temporarily impacted the demand for product from Dynamic Controls. In addition, the decline in respiratory sales as result of reimbursement changes in the U.S. as well as the company’s strategic decision to balance sales volume growth with optimizing profitability, also reduced intercompany sales and related profit in 2019 as compared to 2018.
The transaction was the result of considering options for the products sold by Dynamic Controls which resulted in selling the business to a third-party which can provide access to further technological innovations to further differentiate the company’s power mobility products.
Upon the closing of the Transaction, the price paid to the company for Dynamic Controls was approximately $15,000,000 in cash, which is subject to certain post-closing adjustments required by the Purchase Agreement. The company estimates net proceeds from the Transaction are approximately $12,800,000, net of taxes and expenses. The company expects to realize a pre-tax gain of approximately $13,300,000.
The Purchase Agreement contains customary indemnification obligations of each party with respect to breaches of their respective representations, warranties and
 
covenants, and certain other specified matters, which are subject to certain exceptions, terms and limitations described further in the Purchase Agreement.
At the closing of the Transaction, the parties entered into a supply agreement pursuant to which Dynamic Controls will supply certain electronic components as required by the company for a five-year period following the Transaction, including ongoing supply and support of the LiNX™ electronic control system with informatics technology, continued contract manufacturing of certain electronic components for the company’s respiratory products and continued infrastructure and applications support for the informatics solution for the company’s respiratory products. The estimated continued inflows and outflows following the disposal with the Purchaser are not expected to be material to the company.
The asset and liabilities of Dynamic Controls as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Trade receivables, net
$
1,804

 
$
2,528

Inventories, net
3,008

 
2,980

Other assets
933

 
1,014

Property and equipment, net
707

 
847

Operating lease assets, net
1,870

 

Total assets
$
8,322

 
$
7,369

 
 
 
 
Accounts payable
$
4,501

 
$
5,183

Accrued expenses
2,108

 
1,614

Current taxes payable
92

 
50

Current portion of operating lease obligations
393

 

Operating lease long-term obligations
1,754

 

Total liabilities
$
8,848

 
$
6,847




132

 
Notes to Financial Statements
 
 
Interim Financial Information
 
 
 


Interim Financial Information

(In thousands, except per share data - unaudited)
QUARTER ENDED
2019
March 31,
 
June 30,
 
September 30,
 
December 31,
Net sales
$
223,419

 
$
235,858

 
$
235,774

 
$
232,913

Gross profit
61,455

 
65,066

 
67,585

 
67,961

Loss before income taxes
(11,936
)
 
(10,642
)
 
(4,741
)
 
(16,706
)
Net loss
(13,886
)
 
(12,717
)
 
(8,041
)
 
(18,683
)
Net loss per share—basic
(0.42
)
 
(0.38
)
 
(0.24
)
 
(0.56
)
Net loss per share—assuming dilution *
(0.42
)
 
(0.38
)
 
(0.24
)
 
(0.56
)
 
 
 
 
 
 
 
 
2018
March 31,
 
June 30,
 
September 30,
 
December 31,
Net sales
$
237,060

 
$
246,152

 
$
244,559

 
$
244,576

Gross profit
66,517

 
67,346

 
65,589

 
68,224

Loss from before income taxes
(11,758
)
 
(13,568
)
 
(8,226
)
 
(550
)
Net loss
(14,108
)
 
(16,543
)
 
(12,026
)
 
(1,245
)
Net loss per share—basic
(0.43
)
 
(0.50
)
 
(0.36
)
 
(0.04
)
Net loss per share—assuming dilution *
(0.43
)
 
(0.50
)
 
(0.36
)
 
(0.04
)

________________________
* Net earnings (loss) per share assuming dilution calculated utilizing weighted average shares outstanding - basic in periods in which there is a net loss.
 
The description of significant items affecting continuing operations for each quarter presented are detailed below.

Loss and loss per share for the quarter ended March 31, 2019 reflects restructuring charges of $692,000 ($642,000 after tax or $0.02 per share assuming dilution) and net loss on convertible debt derivatives of $273,000 ($273,000 after tax or $0.01 per share assuming dilution).

Loss and loss per share for the quarter ended June 30, 2019 reflects restructuring charges of $1,321,000 ($1,200,000 after tax or $0.04 per share assuming dilution) and net gain on convertible debt derivatives of $1,470,000 ($1,470,000 after tax or $0.04 per share assuming dilution).

Loss and loss per share for the quarter ended September 30, 2019 reflects restructuring charges of $1,628,000 ($1,229,000 after tax or $0.04 per share assuming dilution).

Loss and loss per share for the quarter ended December 31, 2019 reflects restructuring charges of $8,188,000 pre-tax ($5,932,000 after tax or $0.18 per share assuming dilution), loss on debt extinguishment including debt finance charges and fees of $5,885,000 pre-tax ($5,885,000 after tax or $0.17 per share assuming dilution) and an intangible asset impairment of $587,000 ($435,000 after-tax expense or $0.01 per share assuming dilution).
 



 

Loss and loss per share for the quarter ended March 31, 2018 reflects restructuring charges of $401,000 ($340,000 after tax or $0.01 per share assuming dilution) and net gain on convertible debt derivatives of $103,000 ($103,000 after tax or $0.00 per share assuming dilution).

Loss and loss per share for the quarter ended June 30, 2018 reflects restructuring charges of $344,000 ($330,000 after tax or $0.01 per share assuming dilution) and net gain on convertible debt derivatives of $21,000 ($21,000 after tax or $0.00 per share assuming dilution).

Loss and loss per share for the quarter ended September 30, 2018 reflects restructuring charges of $920,000 ($885,000 after tax or $0.03 per share assuming dilution) and net gain on convertible debt derivatives of $4,080,000 ($4,080,000 after tax or $0.12 per share assuming dilution).

Loss and loss per share for the quarter ended December 31, 2018 reflects restructuring charges of $1,816,000 pre-tax ($1,694,000 after tax or $0.05 per share assuming dilution), net gain on convertible debt derivatives of $7,790,000 ($7,790,000 after tax or $0.23 per share assuming dilution), an intangible asset impairment of 583,000 ($431,000 after-tax expense or $0.01 per share assuming dilution) and a non-cash tax benefit of $2,023,000 ($0.06 per share assuming dilution) related to the revaluation of net deferred tax liabilities as a result of the new U.S. tax reform legislation.

133

Schedule II - Valuation and Qualifying Accounts
 
 
 
 
 
 
 

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

 
COL A.
 
COL B.
 
COL C.
 
COL D.
 
Balance
At
Beginning
of Period
 
Charged
To Cost
And
Expenses
 
Additions
(Deductions)
Describe
 
Balance
At End
of Period
 
 
 
(In thousands)
 
 
Year Ended December 31, 2019
 
 
 
 
 
 
 
Deducted from asset accounts—
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
6,810

 
$
955

 
$
(1,447
)
(A) 
$
6,318

Inventory obsolescence reserve
18,342

 
3,542

 
(3,706
)
(B) 
18,178

Tax valuation allowances
174,659

 
(8,413
)
 
(3,456
)
(C) 
162,790

Accrued warranty cost
16,353

 
6,155

 
(10,882
)
(B) 
11,626

Accrued product liability
16,593

 
2,527

 
(2,970
)
(D) 
16,150

Year Ended December 31, 2018
 
 
 
 
 
 
 
Deducted from asset accounts—
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
7,757

 
$
2,029

 
$
(2,976
)
(A) 
$
6,810

Inventory obsolescence reserve
19,003

 
3,673

 
(4,334
)
(B) 
18,342

Tax valuation allowances
167,203

 
13,517

 
(6,061
)
(C) 
174,659

Accrued warranty cost
22,468

 
7,616

 
(13,731
)
(B) 
16,353

Accrued product liability
16,480

 
5,586

 
(5,473
)
(D) 
16,593

Year Ended December 31, 2017
 
 
 
 
 
 
 
Deducted from asset accounts—
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
9,754

 
$
2,042

 
$
(4,039
)
(A) 
$
7,757

Inventory obsolescence reserve
17,795

 
4,922

 
(3,714
)
(B) 
19,003

Tax valuation allowances
173,981

 
(9,203
)
 
2,425

(C) 
167,203

Accrued warranty cost
23,302

 
11,083

 
(11,917
)
(B) 
22,468

Accrued product liability
20,611

 
5,062

 
(9,193
)
(D) 
16,480

________________________
Note (A)—Uncollectible accounts written off, net of recoveries.
Note (B)—Amounts written off or payments incurred.
Note (C)—Other activity not affecting federal or foreign tax expense.
Note (D)—Loss and loss adjustment.

 


134
EX-4.G 2 a201910kexhibit4g.htm EXHIBIT 4.G Exhibit



Exhibit 4(g)
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Invacare Corporation (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: its common shares, without par value (“common shares”).
The Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles”) authorize the issuance of 162,300,000 shares consisting of 300,000 serial preferred shares, without par value (“serial preferred shares”), 150,000,000 common shares and 12,000,000 Class B common shares, without par value (“Class B common shares”). The following is a summary of the terms and provisions of the Company’s common shares. Certain terms of the Company’s Class B common shares and serial preferred shares that may impact the rights of holders of the common shares also are summarized below.
The rights of the holders of the common shares are governed by the Ohio Revised Code, the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles”) and the Company’s Amended and Restated Code of Regulations, as amended (the “Regulations”), each of which is filed as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part, and each of which may be amended from time to time. The following summary is qualified by reference to the Articles, the Regulations and applicable provisions of Ohio law.
Common Shares
The holders of the common shares are entitled to one vote for each share on all matters upon which shareholders have the right to vote. The common shares do not have any preemptive rights, are not subject to redemption and do not have the benefit of any sinking fund. Holders of the common shares are entitled to receive such dividends as the Company’s Board of Directors from time to time may declare out of funds legally available therefor. In the event of the Company’s liquidation, holders of the common shares are entitled to share in any of the Company’s assets remaining after satisfaction in full of the Company’s liabilities and satisfaction of such dividend and liquidation preferences as may be possessed by the holders of other classes of securities the Company may have outstanding in the future.
The Class B common shares and common shares are identical in all material respects except that:
Class B common shares entitle the holders thereof to ten votes per share on all matters,

Common shares entitle the holders thereof to receive cash dividends, if and when declared by the Directors, at a rate of at least 110% of cash dividends paid on the Class B common shares and

the Class B common shares are subject to certain restrictions on transfer.

The Class B common shares are not transferable except in certain very limited instances to family members and trusts, corporations, charitable foundations for the benefit of or controlled by family members and to employees who are participants in certain employee benefit plans (collectively, “Permitted Transferees”). These restrictions on transfer may be removed by the Board of Directors if the Board determines that the restrictions may have a material adverse effect on the liquidity, marketability or market value of the outstanding common shares.
The Class B common shares are fully convertible at any time into common shares on a share-for-share basis and will automatically be converted into common shares upon any purported transfer to non-Permitted Transferees and at the election of the Board of Directors in certain specified circumstances. Once a Class B common share has been converted into a common share, such common share cannot thereafter be re-converted into a Class B common share. Because the Class B common shares will at all times be convertible into common shares on a share-for-share basis, holders of Class B common shares will be able to sell the equity interest represented by their Class B common shares to persons who are not Permitted Transferees by converting such shares into common shares. Additional Class B common shares can be issued only in connection with stock dividends on and stock splits of the Class B common shares.





Except as set forth below (and as provided by law and in the Articles as then in effect), all matters submitted to a vote of shareholders will be voted on by holders of common shares and Class B common shares voting together as a single class. The affirmative votes of the holders of a majority of the outstanding common shares and of the Class B common shares, each voting separately as a class, are required to authorize:
additional Class B common shares,

modification or repeal of the limitations described above on issuances of Class B common shares, and

other amendments to the Articles (other than increases in the number of authorized common shares) that alter or change the designations or powers or the preferences, qualifications, limitations, restrictions or the relative or special rights of either the Class B common shares or the common shares so as to affect them adversely, provided, that an increase in the number of authorized common shares shall not be deemed to affect the holders of common shares.

Except with respect to cash dividends, the common shares and the Class B common shares rank equally and have equal rights per share with respect to all distributions, including distributions upon liquidation and consideration to be received upon a merger or consolidation or a sale of all or substantially all of the Company’s assets. In the case of stock dividends or stock splits, however, only common shares can be distributed in respect of common shares and only Class B common shares can be distributed in respect of Class B common shares.
Neither the common shares nor the Class B common shares can be split, divided or combined unless all outstanding shares of the other such class of shares are correspondingly split, divided or combined.
Because of the restrictions on transfer of the Class B common shares, over time Class B common shares having ten votes have been and will continue to be (unless the Directors determine to remove such restrictions) converted into common shares having one vote. Over time, this has substantially diminished the relative voting power of the holders of Class B common shares.
All Directors are elected at each Annual Meeting of Shareholders to hold office for a term of one year. The Articles provide for the elimination of any right of shareholders to cumulate votes for candidates in the election of Directors.
Serial Preferred Shares
The Board of Directors has the authority, without action by the shareholders, to designate and issue serial preferred shares and to designate the rights, preferences and privileges of each series of serial preferred shares, which may be greater than the rights attached to the common shares and Class B common shares. It is not possible to state the actual effect of the issuance of any serial preferred shares on the rights of holders of common shares and Class B common shares until the Board of Directors determines the specific rights attached to those serial preferred shares. The effects of issuing serial preferred shares could include one or more of the following:
restricting dividends on the common shares and Class B common shares;

diluting the voting power of the common shares and Class B common shares;

impairing the liquidation rights of the common shares and Class B common shares; or

delaying or preventing a change of control of the Company.

There are currently no serial preferred shares outstanding. The Board of Directors previously established a series of serial preferred shares designated as Series A participating serial preferred shares in connection with a shareholder rights agreement that the Company previously maintained; however, that shareholder rights agreement expired and was terminated in July 2015.
Anti-Takeover Provisions of Ohio Law
As an Ohio corporation, the Company is subject to certain provisions of Ohio law which may discourage or render more difficult an unsolicited takeover. Among these are provisions that:





prohibit certain mergers, sales of assets, issuances or purchases of securities, liquidation or dissolution, or reclassifications of the then outstanding shares of an Ohio corporation involving certain holders of stock representing 10% or more of the voting power (other than present shareholders), unless such transactions are either approved by the Directors in office prior to the 10% shareholder becoming such or involve a 10% shareholder which has been such for at least three years and certain minimum price and form of consideration requirements are met; and

provide Ohio corporations a cause of action to recover profits realized under certain circumstances by persons engaged in “greenmailing” or otherwise engaged in the sale of securities of a corporation within 18 months of proposing to acquire such corporation.

In addition, pursuant to Section 1701.831 of the Ohio Revised Code, the acquisition of certain levels of the Company’s voting power (one-fifth or more, one-third or more, or a majority) can be made only with the prior authorization of the holders of at least a majority of the Company’s total voting power and the separate prior authorization of the holders of at least a majority of the voting power held by shareholders other than the proposed acquirer, the Company’s officers, and Directors of the Company who are also employees.
Anti-Takeover Provisions of the Articles and Regulations
Some provisions of the Articles and the Regulations may have the effect of discouraging a change in control that the Company’s shareholders might consider to be in their best interest, including a tender offer or takeover attempt that might result in a premium over the market price for the shares held by the Company’s shareholders.
Cumulative Voting
Under cumulative voting, a minority shareholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors. The Articles expressly eliminate any right of shareholders to vote cumulatively in the election of directors.
Advance Notice Requirements for Shareholder Proposals and Director Nominations
The Regulations provide that shareholders seeking to bring business before an annual meeting of shareholders, or to nominate candidates for election as directors at an annual meeting of shareholders, must provide timely notice in writing. To be timely, a shareholder’s notice must be delivered to or mailed and received at the Company’s principal executive offices not more than 90 days, and not less than 60 days, prior to the anniversary date of the immediately preceding annual meeting of shareholders. However, in the event that the annual meeting is called for a date that is more than 30 days before, or more than 60 days after, such anniversary date, notice by the shareholder in order to be timely must be received not earlier than the close of business on the later of the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the 10th day following the date on which public announcement of the date of the meeting is first made by the Company. The Regulations also specify requirements as to the form and content of a shareholder’s notice. These provisions may preclude, delay or discourage shareholders from bringing matters before an annual meeting of shareholders or from making nominations for directors at an annual meeting of shareholders.
Transfer Agent and Registrar
The transfer agent and registrar for the common shares is EQ Shareowner Services.
Listing
The common shares are listed on the New York Stock Exchange under the symbol “IVC.”



EX-10.AQ 3 a201910kexhibit10aq.htm EXHIBIT 10.AQ Exhibit




Exhibit 10(aq)


 
Non-Employee Director Compensation
 
Effective January 2020
 
 
 
 
 
 
Board Member Fees:
 
 
 
 
 
 
 
 
 
Annual Retainer:
 
$
65,000

 
 
Annual Equity Award:
 
$
130,000

(1)(2)
 
 
 
 
 
 
 
 
$
195,000

 
 
 
 
 
 
 
 
 
 
 
 
Lead Director Fee:
 
$
20,000

 
 
 
 
 
 
 
Committee Chair Fees:
 
 
 
 
 
 
 
 
 
Audit
 
$
15,000

 
 
Compensation
 
$
15,000

 
 
Nominating & Governance
 
$
10,000

 
 
Regulatory & Compliance
 
$
15,000

 
 
 
 
 
 
 
Meeting Fees:
 
$
1,500

(3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Target Value of restricted stock units
 
 
 
(2)
New Directors receive an award of a pro-rated number of shares of the most recent annual grant based on the months remaining until the next annual grant
(3)
For meetings attended in excess of 24 in a year
 
 
 
 
 
 
 
 



EX-10.BK 4 a201910kexhibit10bk.htm EXHIBIT 10.BK Exhibit


Exhibit 10(bk)

 
 
PARTIAL UNWIND AGREEMENT
dated as of November 26, 2019
with respect to the Call Option Transaction Confirmations
and the Warrants Confirmations
between Invacare Corporation and JPMorgan Chase Bank, National Association, London Branch

THIS PARTIAL UNWIND AGREEMENT (this “Agreement”) with respect to the Call Option Transaction Confirmations (as defined below) and the Warrants Confirmations (as defined below) is made as of November 26, 2019 between Invacare Corporation (the “Company”) and JPMorgan Chase Bank, National Association, London Branch (“Dealer”).
WHEREAS, the Company and Dealer entered into a Base Call Option Transaction Confirmation, dated as of February 17, 2016 (the “Base Call Option Transaction Confirmation” and such transaction, the “Base Call Option Transaction”), and an Additional Call Option Transaction Confirmation, dated as of March 4, 2016 (the “Additional Call Option Transaction Confirmation” and together with the Base Call Option Transaction Confirmation, the “Call Option Transaction Confirmations”; such transaction, the “Additional Call Option Transaction” and together with the Base Call Option Transaction, the “Call Options Transactions”), relating to USD 150,000,000 principal amount of 5.00% Convertible Senior Notes due 2021 (the “Convertible Notes”);
WHEREAS, the Company and Dealer entered into a Base Warrants Confirmation, dated as of February 17, 2016, (the “Base Warrants Confirmation” and such transaction, the “Base Warrants Transaction”) and an Additional Warrants Confirmation, dated as of March 4, 2016, (the “Additional Warrants Confirmation” and together with the Base Warrants Confirmation, the “Warrants Confirmations,” and together with the Call Option Transaction Confirmations, the “Confirmations”; such transaction, the “Additional Warrants Transaction” and together with the Base Warrants Transaction, the “Warrants Transactions”), pursuant to which the Company issued to Dealer warrants to purchase common shares, without par value, of the Company (the “Shares”); and
WHEREAS, the Company has requested, and Dealer has agreed, to partially terminate the Call Option Transactions and the Warrants Transactions;
NOW, THEREFORE, in consideration of their mutual covenants herein contained, the parties hereto, intending to be legally bound, hereby mutually covenant and agree as follows:
1.    Defined Terms. Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the relevant Confirmation.

2.    Partial Call Option Unwind. Effective as of the date hereof, (i) the Number of Options in the Base Call Option Transaction Confirmation shall be reduced by 77,054, from 130,000 to 52,946 and (ii) the Number of Options in the Additional Call Option Transaction Confirmation shall be reduced by 11,855, from 20,000 to 8,145. The Call Option Transaction Confirmations, as so amended, shall remain in full force and effect.

3.    Partial Warrants Unwind. Effective as of the date hereof, (i) the Number of Warrants set forth in the Base Warrants Confirmation shall be reduced by 3,701,647, from 6,245,117 to 2,543,470 and (ii) the Number of Warrants set forth in the Additional Warrants Confirmation shall be reduced by 569,484, from 960,787 to 391,303. The Warrants Confirmations, as so amended, shall remain in full force and effect.

4.    Payments. For the avoidance of doubt, neither the Company nor Dealer shall have any payment or delivery obligation in connection with the foregoing partial termination of the Call Option Transactions and the Warrants Transactions.
    
5.    Representations and Warranties of the Company. The Company represents and warrants to Dealer on the date hereof that:

(a)it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance;






(b)such execution, delivery and performance by the Company of this Agreement do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(c)all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with;

(d)its obligations under this Agreement constitutes its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law));

(e)it is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act;

(f)on the date hereof, the Company is not and will not be “insolvent” (as such term is defined under Section 101(32) of the Bankruptcy Code);

(g)the Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million;

(h)each of it and its affiliates is not in possession of any material nonpublic information regarding Company or its common stock; and

(i)it (A) is not on the date hereof, engaged in a distribution, as such term is used in Regulation M under the Exchange Act (“Regulation M”), of the Shares or any securities deemed “reference securities” (as defined in Regulation M) with respect to the Shares and (B) shall not engage in any such distribution during the period commencing on the date hereof and ending on the second Exchange Business Day immediately following the date hereof with respect to the Shares or such reference securities, unless it notifies Dealer, on the day immediately preceding the first day of the “restricted period” (as defined in Regulation M) of any such distribution, and of completion of such restricted period on the date such distribution is concluded; provided that, in connection with the notification with respect to the completion of the restricted period, it shall be deemed to repeat the representations contained in paragraphs (e) and (h) of this Section 5.

6.    Representations and Warranties of Dealer. Dealer represents and warrants to the Company on the date hereof that:

(a)it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance;

(b)such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(c)all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(d)its obligations under this Agreement constitutes its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

7.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine).






8.    No Other Changes. Except as expressly set forth herein, all of the terms and conditions of the Call Option Transaction Confirmations and the Warrants Confirmations shall remain in full force and effect and are hereby confirmed in all respects.
    
9.     Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.

10.    No Reliance, etc. The Company hereby confirms that it has relied on the advice of its own counsel and other advisors (to the extent it deems appropriate) with respect to any legal, tax, accounting, or regulatory consequences of this Agreement, that it has not relied on Dealer or its affiliates in any respect in connection therewith, and that it will not hold Dealer or its affiliates accountable for any such consequences.

11.    Additional Acknowledgements and Agreements. The Company understands, acknowledges and agrees that (A) the Company does not have, and shall not attempt to exercise, any influence over how, when or whether Dealer effects any hedge unwind activity in connection with this Agreement, (B) Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into or unwind swaps or other derivative securities for its own account in connection with the termination or amendment of the Confirmations; (C) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the termination or amendment of the Confirmations; (D Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of the Company shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the payment required under this Agreement; (E) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, each in a manner that may be adverse to the Company and (F) Dealer may purchase or sell shares for its own account at an average price that may be greater than, or less than, any price paid by or to the Company in connection with the termination or amendment of the Confirmations.

12.    Communications with Employees of J.P. Morgan Securities LLC. If the Company interacts with any employee of J.P. Morgan Securities LLC with respect to any Transaction, the Company is hereby notified that such employee will act solely as an authorized representative of JPMorgan Chase Bank, N.A. (and not as a representative of J.P. Morgan Securities LLC) in connection with such Transaction.

13.    Designation by Dealer. Notwithstanding any other provision in this Agreement to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of the transactions contemplated by this Agreement and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

14.    Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding relating to this Termination Agreement. Each party (i) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Termination Agreement, as applicable, by, among other things, the mutual waivers and certifications provided herein.


[remainder of page intentionally left blank]





    
    
IN WITNESS WHEREOF, the parties have executed this AGREEMENT the day and the year first above written.


INVACARE CORPORATION
 
By:
/s/ Kathy P. Leneghan
Title:
SVP & CFO
 

 
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By:
/s/ Santosh Sreenivasan
 
Name: Santosh Sreenivasan
 
 
Title: Managing Director
 





EX-10.BL 5 a201910kexhibit10bl.htm EXHIBIT 10.BL Exhibit


Exhibit 10(bl)
 
 
PARTIAL UNWIND AGREEMENT
dated as of November 22, 2019
with respect to the Call Option Transaction Confirmations
and the Warrants Confirmations
between Invacare Corporation and Wells Fargo Bank, National Association

THIS PARTIAL UNWIND AGREEMENT (this “Agreement”) with respect to the Call Option Transaction Confirmations (as defined below) and the Warrants Confirmations (as defined below) is made as of November 22, 2019 between Invacare Corporation (the “Company”) and Wells Fargo Bank, National Association (“Dealer”).
WHEREAS, the Company and Dealer entered into a Base Call Option Transaction Confirmation, dated as of February 17, 2016 (as amended, modified, terminated or unwound from time to time, the “Base Call Option Transaction Confirmation”), and an Additional Call Option Transaction Confirmation, dated as of March 4, 2016 (the “Additional Call Option Transaction Confirmation” and together with the Base Call Option Transaction Confirmation, the “Call Option Transaction Confirmations”), relating to USD 150,000,000 principal amount of 5.00% Convertible Senior Notes due 2021 (the “Convertible Notes”);
WHEREAS, the Company and Dealer entered into a Base Warrants Confirmation, dated as of February 17, 2016, (as amended, modified, terminated or unwound from time to time, the “Base Warrants Confirmation”) and an Additional Warrants Confirmation, dated as of March 4, 2016, (the “Additional Warrants Confirmation” and together with the Base Warrants Confirmation, the “Warrants Confirmations,” and together with the Call Option Transaction Confirmations, the “Confirmations”), pursuant to which the Company issued to Dealer warrants to purchase common shares, without par value, of the Company (the “Shares”);
WHEREAS, the Company expects to exchange USD72,909,000 principal amount of Convertible Notes (the “Exchanged Convertible Notes”) in exchange for the same principal amount of 5.00% Convertible Senior Notes due 2024 on the closing date of the exchange (the “Exchange Date”).
WHEREAS, the Company has requested, and Dealer has agreed, to unwind the Base Call Option Transaction Confirmation with respect to a portion of the Number of Options included in such confirmation; and
WHEREAS, the Company has requested, and Dealer has agreed, to unwind the Base Warrants Confirmation with respect to a portion of the Number of Warrants included therein;
NOW, THEREFORE, in consideration of their mutual covenants herein contained, the parties hereto, intending to be legally bound, hereby mutually covenant and agree as follows:
1.    Defined Terms. Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Base Call Option Transaction Confirmation or the Base Warrants Confirmation, as applicable.

2.    Partial Call Option Unwind. On the date of this Agreement, the Number of Options in the Base Call Option Transaction Confirmation shall be reduced by 72,909, from 114,000 to 41,091.

3.    Partial Warrants Unwind. On the date of this Agreement, the Number of Warrants set forth in the Base Warrants Confirmation shall be reduced by 875,625, from 1,561,279 to 685,654.

4.    Payments.

(a)In consideration for the foregoing partial call option unwind, Dealer shall pay to the Company in immediately available funds cash in an amount equal to USD1,158,452.

(b)In consideration for the foregoing partial warrants unwind, Company shall pay to Dealer in immediately available funds cash in an amount equal to USD1,158,452.






(c)Company and Dealer agree that the payments made in 4(a) and 4(b) above shall be netted resulting in no payment due by either party.
    
5.    Representations and Warranties of the Company. The Company represents and warrants to Dealer on the date hereof that:

(a)it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorise such execution, delivery and performance;

(b)such execution, delivery and performance by the Company of this Agreement do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(c)all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with;

(d)its obligations under this Agreement constitutes its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law));

(e)it is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act;

(f)on the date hereof and the Exchange Date, the Company is not and will not be “insolvent” (as such term is defined under Section 101(32) of the Bankruptcy Code);

(g)the Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million; and

(h)each of it and its affiliates is not in possession of any material nonpublic information regarding Company or its common stock.

6.    Representations and Warranties of Dealer. Dealer represents and warrants to the Company on the date hereof that:

(a)it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorise such execution, delivery and performance;

(b)such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(c)all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(d)its obligations under this Agreement constitutes its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

7.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine).






8.    No Other Changes. Except as expressly set forth herein, all of the terms and conditions of the Call Option Transaction Confirmations and the Warrants Confirmations shall remain in full force and effect and are hereby confirmed in all respects. The parties agree and acknowledge that with respect to the Exchanged Convertible Notes this Agreement shall operate in lieu of the termination provisions set forth in Section 9(j)(ii) of the Call Option Transaction Confirmations.
    
9.     Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.

10.    No Reliance, etc. The Company hereby confirms that it has relied on the advice of its own counsel and other advisors (to the extent it deems appropriate) with respect to any legal, tax, accounting, or regulatory consequences of this Agreement, that it has not relied on Dealer or its affiliates in any respect in connection therewith, and that it will not hold Dealer or its affiliates accountable for any such consequences.

11.    Additional Acknowledgements and Agreements. The Company understands, acknowledges and agrees that (A) the Company does not have, and shall not attempt to exercise, any influence over how, when or whether Dealer effects any hedge unwind activity in connection with this Agreement, (B) Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into or unwind swaps or other derivative securities for its own account in connection with the termination or amendment of the Confirmations; (C) Dealer and its affiliates also may be active in the market for Shares other than in connection with hedging activities in relation to the termination or amendment of the Confirmations; (D Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in securities of the Company shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the payment required under this Agreement; (E) any market activities of Dealer and its affiliates with respect to Shares may affect the market price and volatility of Shares, each in a manner that may be adverse to the Company and (F) Dealer may purchase or sell shares for its own account at an average price that may be greater than, or less than, any price paid by or to the Company in connection with the termination or amendment of the Confirmations.



[remainder of page intentionally left blank]





    
    
IN WITNESS WHEREOF, the parties have executed this AGREEMENT the day and the year first above written.


INVACARE CORPORATION
 
By:
/s/ Kathleen P. Leneghan
 
Name: Kathleen P. Leneghan
Title: Senior VP & Chief Financial Officer
 

 
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
/s/ Cathleen Burke
 
Name: Cathleen Burke
 
 
Title: Managing Director
 





EX-21 6 a201910kivcex21.htm EXHIBIT 21 Exhibit


Exhibit 21
Invacare Corporation Subsidiaries
1
Adaptive Switch Laboratories, Inc., a Texas corporation.
2
Alber GmbH, a German limited liability company.
3
Alber USA, LLC, an Ohio limited liability company.
4
Aquatec Operations GmbH, a German limited liability company.
5
Carroll Healthcare General Partner Inc., an Ontario corporation.
6
Carroll Healthcare Inc., an Ontario corporation.
7
Dynamic Connect (Suzhou) Hi-Tech Electronics Co., Ltd., a Chinese company.
8
Dynamic Controls, a New Zealand company.
9
Dynamic Europe Ltd., a UK company.
10
Dynamic Suzhou Holdings New Zealand, a New Zealand company.
11
Freedom Designs, Inc., a California corporation.
12
Invacare AB, a Swedish company.
13
Invacare AG, a Swiss company.
14
Invacare A/S, a Danish company.
15
Invacare AS, a Norwegian company.
16
Invacare Asia Ltd., a Hong Kong company.
17
Invacare Australia Pty Limited, an Australian company.
18
Invacare Austria GmbH, an Austrian company.
19
Invacare B.V., a Netherlands company.
20
Invacare Canada General Partner Inc., a Canadian federal corporation.
21
Invacare Canada L.P., an Ontario limited partnership.
22
Invacare Canadian Holdings, Inc., a Delaware corporation.
23
Invacare Canadian Holdings, LLC, a Delaware limited liability company.
24
Invacare Continuing Care, Inc., a Missouri corporation.
25
Invacare Credit Corporation, an Ohio corporation.
26
Invacare Dolomite AB, a Swedish company.
27
Invacare (Deutschland) GmbH, a German company.
28
Invacare Florida Corporation, a Delaware corporation.
29
Invacare Florida Holdings, LLC, a Delaware limited liability company.
30
Invacare France Operations SAS, a French company.
31
Invacare Germany Holding GmbH, a German company.
32
Invacare GmbH, a German company.
33
Invacare Holding AS, a Norwegian company.
34
Invacare Holdings C.V., a Netherlands partnership.
35
Invacare Holdings, LLC, an Ohio limited liability company.
36
Invacare Holdings New Zealand, a New Zealand company.
37
Invacare Holdings SARL, a Luxembourg company.
38
Invacare Holding Two AB, a Swedish company.
39
Invacare Holdings Two B.V., a Netherlands companyn.
40
Invacare Holdings Two SARL, a Luxembourg company.
41
Invacare Ireland Ltd., an Ireland company.
42
Invacare International Corporation, an Ohio corporation.
43
Invacare International GmbH, a Swiss company.
44
Invacare Limited, a UK company.
45
Invacare Mauritius Holdings, a Republic of Mauritius company.





46
Invacare MeccSan Srl, an Italian company.
47
Invacare New Zealand, a New Zealand company.
48
Invacare NV, a Belgium company.
49
Invacare Poirier SAS, a French company.
50
Invacare (Portugal)—Sociedade Industrial e Comercial de Ortopedia, Lda., a Portuguese company.
51
Invacare (Portugal) II—Material Ortopedico, Lda., a Portuguese company.
52
Invacare Rea AB, a Swedish company.
53
Invacare S.A., a Spanish company.
54
Invacare Thailand Ltd., a Thailand limited liability company
55
Invacare UK Operations Ltd., a UK company.
56
Invacare Verwaltungs GmbH, A German limited liability company.
57
Invamex Holdings LLC, a Delaware limited liability company.
58
Invamex S.A. de R.L. de C.V., a Mexican corporation.
59
Invatection Insurance Company, a Vermont corporation.
60
Medbloc, Inc., a Delaware corporation.
61
Motion Concepts, L.P., an Ontario limited partnership.
62
Perpetual Motion Enterprises Limited, an Ontario corporation.
63
Scandinavian Mobility International ApS, a Danish company.

Note that all entities are direct or indirect wholly owned subsidiaries.




EX-23 7 a201910kivcex23.htm EXHIBIT 23 Exhibit


Exhibit 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

(1)
Registration Statement (Form S-8, No. 333-109794) dated October 17, 2003 pertaining to the Invacare Corporation 2003 Performance Plan,
(2)
Registration Statement (Form S-8, No. 333-136391) dated August 8, 2006 pertaining to the Invacare Corporation 2003 Performance Plan,
(3)
Registration Statement (Form S-8, No. 333-188803) dated May 23, 2013 pertaining to the Invacare Corporation 2013 Equity Compensation Plan; and
(4)
Registration Statement (Form S-8, No. 333-215206) dated December 21, 2016 pertaining to the Invacare Corporation 2013 Equity Compensation Plan
(5)
Registration Statement (Form S-8, No. 333-225110) dated May 22, 2018 pertaining to the Invacare Corporation 2018 Equity Compensation Plan
(6)
Registration Statement (Form S-8, No. 333-231641) dated May 21, 2019 pertaining to the Invacare Corporation 2018 Equity Compensation Plan


of our reports dated March 9, 2020, with respect to the consolidated financial statements and schedule of Invacare Corporation and subsidiaries and the effectiveness of internal control over financial reporting of Invacare Corporation, included in this Annual Report (Form 10-K) of Invacare Corporation for the year ended December 31, 2019.




/s/  Ernst & Young LLP

Cleveland, Ohio
March 9, 2020




EX-31.1 8 a201910kivcex311.htm EXHIBIT 31.1 Exhibit


Exhibit 31.1
CERTIFICATIONS
I, Matthew E. Monaghan, certify that:
1.
I have reviewed this annual report on Form 10-K of Invacare Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
 
INVACARE CORPORATION
 
 
 
 
 
 /s/    MATTHEW E. MONAGHAN
Date:
March 9, 2020
Matthew E. Monaghan
Chief Executive Officer
(Principal Executive Officer)



EX-31.2 9 a201910kivcex312.htm EXHIBIT 31.2 Exhibit


Exhibit 31.2
CERTIFICATIONS
I, Kathleen P. Leneghan, certify that:
1.
I have reviewed this annual report on Form 10-K of Invacare Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
 
INVACARE CORPORATION
 
 
 
 
 
 /s/    KATHLEEN P. LENEGHAN
Date:
March 9, 2020
Kathleen P. Leneghan
Chief Financial Officer
(Principal Financial Officer)



EX-32.1 10 a201910kivcex321.htm EXHIBIT 32.1 Exhibit


Exhibit 32.1
Certification
Pursuant to Section 18 U.S.C. Section 1350,
as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of Invacare Corporation (the “company”) on Form 10-K for the period ending December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew E. Monaghan, Chief Executive Officer of the company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

 
 
 /s/    MATTHEW E. MONAGHAN
Date:
March 9, 2020
Matthew E. Monaghan
Chief Executive Officer
(Principal Executive Officer)
A signed original of this written statement required by Section 906 has been provided to Invacare Corporation and will be retained by Invacare Corporation and furnished to the Securities and Exchange Commission or its staff upon request.


EX-32.2 11 a201910kivcex322.htm EXHIBIT 32.2 Exhibit


Exhibit 32.2
Certification
Pursuant to Section 18 U.S.C. Section 1350,
as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of Invacare Corporation (the “company”) on Form 10-K for the period ending December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kathleen P. Leneghan, Chief Financial Officer of the company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the company.

 
 
 /s/    KATHLEEN P. LENEGHAN
Date:
March 9, 2020
Kathleen P. Leneghan
Chief Financial Officer
(Principal Financial Officer)
A signed original of this written statement required by Section 906 has been provided to Invacare Corporation and will be retained by Invacare Corporation and furnished to the Securities and Exchange Commission or its staff upon request.



EX-101.SCH 12 ivc-20191231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2103100 - Disclosure - Accounting Policies link:presentationLink link:calculationLink link:definitionLink 2403405 - Disclosure - Accounting Policies - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2403406 - Disclosure - Accounting Policies - Derivative Instruments (Details) link:presentationLink link:calculationLink link:definitionLink 2403403 - Disclosure - Accounting Policies - Goodwill and Other Intangibles (Details) link:presentationLink link:calculationLink link:definitionLink 2203201 - Disclosure - Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 2403404 - Disclosure - Accounting Policies - Product Liability Cost (Details) link:presentationLink link:calculationLink link:definitionLink 2403402 - Disclosure - Accounting Policies - Property and Equipment (Details) link:presentationLink link:calculationLink link:definitionLink 2118100 - Disclosure - Accrued Expenses link:presentationLink link:calculationLink link:definitionLink 2418402 - Disclosure - Accrued Expenses - Components of Current Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 2318301 - Disclosure - Accrued Expenses (Tables) link:presentationLink link:calculationLink link:definitionLink 2418403 - Disclosure - Accrued Expenses - Warranty Schedule (Details) link:presentationLink link:calculationLink link:definitionLink 2127100 - Disclosure - Accumulated Other Comprehensive Income (Loss) by Component link:presentationLink link:calculationLink link:definitionLink 2427402 - Disclosure - Accumulated Other Comprehensive Income (Loss) by Component - Changes in Accumulated Comprehensive Income (Details) link:presentationLink link:calculationLink link:definitionLink 2427403 - Disclosure - Accumulated Other Comprehensive Income (Loss) by Component - Reclassifications out of Accumulated Other Comprehensive Income (Details) link:presentationLink link:calculationLink link:definitionLink 2327301 - Disclosure - Accumulated Other Comprehensive Income (Loss) by Component (Tables) link:presentationLink link:calculationLink link:definitionLink 2138100 - Disclosure - Business Segments link:presentationLink link:calculationLink link:definitionLink 2438403 - Disclosure - Business Segments - (Information by Segment) (Details) link:presentationLink link:calculationLink link:definitionLink 2438402 - Disclosure - Business Segments - (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2438404 - Disclosure - Business Segments - (Net Sales by Product) (Details) link:presentationLink link:calculationLink link:definitionLink 2338301 - Disclosure - Business Segments (Tables) link:presentationLink link:calculationLink link:definitionLink 2128100 - Disclosure - Capital Stock link:presentationLink link:calculationLink link:definitionLink 2428402 - Disclosure - Capital Stock - (Details) link:presentationLink link:calculationLink link:definitionLink 2328301 - Disclosure - Capital Stock (Tables) link:presentationLink link:calculationLink link:definitionLink 2129100 - Disclosure - Charges Related To Restructuring Activities link:presentationLink link:calculationLink link:definitionLink 2429402 - Disclosure - Charges Related To Restructuring Activities - (Details) link:presentationLink link:calculationLink link:definitionLink 2429403 - Disclosure - Charges Related To Restructuring Activities - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2329301 - Disclosure - Charges Related To Restructuring Activities (Tables) link:presentationLink link:calculationLink link:definitionLink 2132100 - Disclosure - Concentration Of Credit Risk link:presentationLink link:calculationLink link:definitionLink 2432401 - Disclosure - Concentration Of Credit Risk - (Details) link:presentationLink link:calculationLink link:definitionLink 1002000 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 1002501 - Statement - Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1003000 - Statement - Consolidated Statement Of Cash Flows link:presentationLink link:calculationLink link:definitionLink 1001000 - Statement - Consolidated Statement Of Comprehensive Income (Loss) link:presentationLink link:calculationLink link:definitionLink 1001001 - Statement - Consolidated Statement of Comprehensive Income (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1004000 - Statement - Consolidated Statement of Shareholders' Equity link:presentationLink link:calculationLink link:definitionLink 2140100 - Disclosure - Contingencies link:presentationLink link:calculationLink link:definitionLink 2440401 - Disclosure - Contingencies - (Details) link:presentationLink link:calculationLink link:definitionLink 2134100 - Disclosure - Derivatives link:presentationLink link:calculationLink link:definitionLink 2434404 - Disclosure - Derivatives - Balance Sheet Location (Details) link:presentationLink link:calculationLink link:definitionLink 2434407 - Disclosure - Derivatives - Fair Value of Convertible Debt Hedges (Details) link:presentationLink link:calculationLink link:definitionLink 2434405 - Disclosure - Derivatives - Gain (Loss) in Statement of Finacial Position (Details) link:presentationLink link:calculationLink link:definitionLink 2434406 - Disclosure - Derivatives - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2434402 - Disclosure - Derivatives - Notional Amounts - Designated as Hedges (Details) link:presentationLink link:calculationLink link:definitionLink 2434403 - Disclosure - Derivatives - Notional Amounts - Not Designated as Hedges (Details) link:presentationLink link:calculationLink link:definitionLink 2334301 - Disclosure - Derivatives (Tables) link:presentationLink link:calculationLink link:definitionLink 2105100 - Disclosure - Discontinued Operations link:presentationLink link:calculationLink link:definitionLink 2405402 - Disclosure - Discontinued Operations - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2305301 - Disclosure - Discontinued Operations (Tables) link:presentationLink link:calculationLink link:definitionLink 0001000 - Document - Document And Entity Information link:presentationLink link:calculationLink link:definitionLink 2126100 - Disclosure - Equity Compensation link:presentationLink link:calculationLink link:definitionLink 2426407 - Disclosure - Equity Compensation - Assumptions (Details) link:presentationLink link:calculationLink link:definitionLink 2426402 - Disclosure - Equity Compensation - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2426405 - Disclosure - Equity Compensation - Options Activity (Details) link:presentationLink link:calculationLink link:definitionLink 2426409 - Disclosure - Equity Compensation - Performance Share Activity (Details) link:presentationLink link:calculationLink link:definitionLink 2426408 - Disclosure - Equity Compensation - Restricted Stock Activity (Details) link:presentationLink link:calculationLink link:definitionLink 2426403 - Disclosure - Equity Compensation - Share-based Compensation Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2426406 - Disclosure - Equity Compensation - Stock Options Outstanding by Exercise Price (Details) link:presentationLink link:calculationLink link:definitionLink 2326301 - Disclosure - Equity Compensation (Tables) link:presentationLink link:calculationLink link:definitionLink 2426404 - Disclosure - Equity Compensation - Unrecognized Compensation Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2135100 - Disclosure - Fair Value of Financial Instruments link:presentationLink link:calculationLink link:definitionLink 2435402 - Disclosure - Fair Values of Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) link:presentationLink link:calculationLink link:definitionLink 2435403 - Disclosure - Fair Values of Financial Instruments - Details of Book Value and Fair Value of Financial Instruments (Details) link:presentationLink link:calculationLink link:definitionLink 2435404 - Disclosure - Fair Values of Financial Instruments - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2335301 - Disclosure - Fair Values of Financial Instruments (Tables) link:presentationLink link:calculationLink link:definitionLink 2115100 - Disclosure - Goodwill link:presentationLink link:calculationLink link:definitionLink 2415402 - Disclosure - Goodwill - (Details) link:presentationLink link:calculationLink link:definitionLink 2315301 - Disclosure - Goodwill (Tables) link:presentationLink link:calculationLink link:definitionLink 2130100 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 2430405 - Disclosure - Income Taxes - Components of Deferred Income Tax (Details) link:presentationLink link:calculationLink link:definitionLink 2430402 - Disclosure - Income Taxes - Income Before Income Tax (Details) link:presentationLink link:calculationLink link:definitionLink 2430403 - Disclosure - Income Taxes - Income Tax Expense (Benefit) (Details) link:presentationLink link:calculationLink link:definitionLink 2430407 - Disclosure - Income Taxes - (Narrative) (Details) link:presentationLink link:calculationLink link:definitionLink 2430404 - Disclosure - Income Taxes - Rate Reconciliation (Details) link:presentationLink link:calculationLink link:definitionLink 2330301 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 2430406 - Disclosure - Income Taxes - Unrecognized Tax Liability (Details) link:presentationLink link:calculationLink link:definitionLink 2430408 - Disclosure - Income Taxes - US Tax Act of 2017 (Details) link:presentationLink link:calculationLink link:definitionLink 2116100 - Disclosure - Intangibles link:presentationLink link:calculationLink link:definitionLink 2416403 - Disclosure - Intangibles - Finite and Indefinite Lived Intangibles (Details) link:presentationLink link:calculationLink link:definitionLink 2416404 - Disclosure - Intangibles - Finite-Lived Intangible Asset Future Amortization Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2416402 - Disclosure - Intangibles - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2416405 - Disclosure - Intangibles - Schedule of Indefinite-Lived Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2316301 - Disclosure - Intangibles (Tables) link:presentationLink link:calculationLink link:definitionLink 2142100 - Disclosure - Interim Financial Information link:presentationLink link:calculationLink link:definitionLink 2442402 - Disclosure - Interim Financial Information - (Details) link:presentationLink link:calculationLink link:definitionLink 2442403 - Disclosure - Interim Financial Information - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2342301 - Disclosure - Interim Financial Information (Tables) link:presentationLink link:calculationLink link:definitionLink 2107100 - Disclosure - Inventories link:presentationLink link:calculationLink link:definitionLink 2407402 - Disclosure - Inventories - (Details) link:presentationLink link:calculationLink link:definitionLink 2307301 - Disclosure - Inventories (Tables) link:presentationLink link:calculationLink link:definitionLink 2414402 - Disclosure - Lease Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2114100 - Disclosure - Lease Assets (Notes) link:presentationLink link:calculationLink link:definitionLink 2314301 - Disclosure - Lease Assets (Tables) link:presentationLink link:calculationLink link:definitionLink 2123100 - Disclosure - Leases and Commitments link:presentationLink link:calculationLink link:definitionLink 2423404 - Disclosure - Leases and Commitments - Future Minimum Lease Commitments (Details) link:presentationLink link:calculationLink link:definitionLink 2423403 - Disclosure - Leases and Commitments - Lease Costs (Details) link:presentationLink link:calculationLink link:definitionLink 2423402 - Disclosure - Leases and Commitments - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2423405 - Disclosure - Leases and Commitments - Sale Leaseback Transactions (Details) link:presentationLink link:calculationLink link:definitionLink 2423406 - Disclosure - Leases and Commitments - Schedule of Cash Flows Supplemental Information (Details) link:presentationLink link:calculationLink link:definitionLink 2323301 - Disclosure - Leases and Commitments (Tables) link:presentationLink link:calculationLink link:definitionLink 2423407 - Disclosure - Leases and Commitments - Weighted-Average Remaining Lease Terms and Discount Rates (Details) link:presentationLink link:calculationLink link:definitionLink 2119100 - Disclosure - Long-Term Debt link:presentationLink link:calculationLink link:definitionLink 2419403 - Disclosure - Long-Term Debt - Convertible Debt (Details) link:presentationLink link:calculationLink link:definitionLink 2419402 - Disclosure - Long-Term Debt - Debt (Details) link:presentationLink link:calculationLink link:definitionLink 2419404 - Disclosure - Long-Term Debt - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2319301 - Disclosure - Long-Term Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 2131100 - Disclosure - Net Earnings (Loss) Per Common Share link:presentationLink link:calculationLink link:definitionLink 2431402 - Disclosure - Net Earnings (Loss) Per Common Share - Computation of Basic and Diluted Net Earnings Per Common Share (Details) link:presentationLink link:calculationLink link:definitionLink 2431403 - Disclosure - Net Earnings (Loss) Per Common Share - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2331301 - Disclosure - Net Earnings Per Common Share (Tables) link:presentationLink link:calculationLink link:definitionLink 2404402 - Disclosure - Operations Held for Sale (Details) link:presentationLink link:calculationLink link:definitionLink 2104100 - Disclosure - Operations Held for Sale (Notes) link:presentationLink link:calculationLink link:definitionLink 2304301 - Disclosure - Operations Held for Sale (Tables) link:presentationLink link:calculationLink link:definitionLink 2108100 - Disclosure - Other Current Assets link:presentationLink link:calculationLink link:definitionLink 2408402 - Disclosure - Other Current Assets - Components of Other Current Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2308301 - Disclosure - Other Current Assets (Tables) link:presentationLink link:calculationLink link:definitionLink 2109100 - Disclosure - Other Long-Term Assets link:presentationLink link:calculationLink link:definitionLink 2409402 - Disclosure - Other Long-Term Assets - (Details) link:presentationLink link:calculationLink link:definitionLink 2409403 - Disclosure - Other Long-Term Assets - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2309301 - Disclosure - Other Long-Term Assets (Tables) link:presentationLink link:calculationLink link:definitionLink 2121100 - Disclosure - Other Long-Term Obligations link:presentationLink link:calculationLink link:definitionLink 2421402 - Disclosure - Other Long-Term Obligations - (Details) link:presentationLink link:calculationLink link:definitionLink 2421404 - Disclosure - Other Long-Term Obligations Long Term Debt (Details) link:presentationLink link:calculationLink link:definitionLink 2421403 - Disclosure - Other Long-Term Obligations - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2321301 - Disclosure - Other Long-Term Obligations (Tables) link:presentationLink link:calculationLink link:definitionLink 2113100 - Disclosure - Property And Equipment link:presentationLink link:calculationLink link:definitionLink 2413402 - Disclosure - Property And Equipment - (Details) link:presentationLink link:calculationLink link:definitionLink 2313301 - Disclosure - Property And Equipment (Tables) link:presentationLink link:calculationLink link:definitionLink 2106100 - Disclosure - Receivables link:presentationLink link:calculationLink link:definitionLink 2406403 - Disclosure - Receivables - Accounts Receivable (Details) link:presentationLink link:calculationLink link:definitionLink 2406407 - Disclosure - Receivables - Aging of Installment Receivables (Details) link:presentationLink link:calculationLink link:definitionLink 2406406 - Disclosure - Receivables - Installment Receivables by Class (Details) link:presentationLink link:calculationLink link:definitionLink 2406404 - Disclosure - Receivables - Installment Receivables (Details) link:presentationLink link:calculationLink link:definitionLink 2406402 - Disclosure - Receivables - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 2406405 - Disclosure - Receivables - Rollforward of Allowance for Doubtful Accounts (Details) link:presentationLink link:calculationLink link:definitionLink 2306301 - Disclosure - Receivables (Tables) link:presentationLink link:calculationLink link:definitionLink 2124100 - Disclosure - Retirement and Benefit Plans link:presentationLink link:calculationLink link:definitionLink 2424401 - Disclosure - Retirement and Benefit Plans - (Details) link:presentationLink link:calculationLink link:definitionLink 2425402 - Disclosure - Revenues (Details) link:presentationLink link:calculationLink link:definitionLink 2125100 - Disclosure - Revenues (Notes) link:presentationLink link:calculationLink link:definitionLink 2325301 - Disclosure - Revenues (Tables) link:presentationLink link:calculationLink link:definitionLink 2143100 - Disclosure - Schedule II - Valuation and Qualifying Accounts link:presentationLink link:calculationLink link:definitionLink 2443401 - Disclosure - Schedule II - Valuation and Qualifying Accounts - (Details) link:presentationLink link:calculationLink link:definitionLink 2441402 - Disclosure - Subsequent Events (Details) link:presentationLink link:calculationLink link:definitionLink 2141100 - Disclosure - Subsequent Events (Notes) link:presentationLink link:calculationLink link:definitionLink 2341301 - Disclosure - Subsequent Events (Tables) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 13 ivc-20191231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 14 ivc-20191231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 15 ivc-20191231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Risks and Uncertainties [Abstract] Concentration Of Credit Risk Concentration Risk Disclosure [Text Block] Derivative Instruments and Hedging Activities Disclosure [Abstract] Derivative [Table] Derivative [Table] Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Convertible Subordinated Debt Convertible Subordinated Debt [Member] Debt Instrument [Axis] Debt Instrument [Axis] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Convertible Senior Notes at 5.00% February 2021 Convertible Senior Notes at 5.00% February 2021 [Member] Convertible Senior Notes at 5.00% February 2021 [Member] Convertible Senior Notes at 4.50% February 2022 Convertible Senior Notes at 4.50% February 2022 [Domain] Convertible Senior Notes at 4.50% February 2022 Hedging Relationship [Axis] Hedging Relationship [Axis] Hedging Relationship [Domain] Hedging Relationship [Domain] Cash Flow Hedging Cash Flow Hedging [Member] Income Statement Location [Axis] Income Statement Location [Axis] Income Statement Location [Domain] Income Statement Location [Domain] Net sales Sales [Member] Cost of products sold Cost of Sales [Member] Selling, general and administrative expense Selling, General and Administrative Expenses [Member] Derivative Instrument [Axis] Derivative Instrument [Axis] Derivative Contract [Domain] Derivative Contract [Domain] Foreign exchange forward Foreign Exchange Forward [Member] Range [Axis] Range [Axis] Range [Domain] Range [Domain] Minimum Minimum [Member] Maximum Maximum [Member] Derivative [Line Items] Derivative [Line Items] Percentage of forcasted transactions with currency rate exposure Derivative, Percentage of Forcasted Transactions With Currency Rate Exposure Derivative, Percentage of Forcasted Transactions With Currency Rate Exposure Notional amount of derivatives, matured during period Notional Amount of Derivatives, Matured During Period Notional Amount of Derivatives, Matured During Period Loss on derivative Derivative, Loss on Derivative Gain (Loss) Derivative, Gain (Loss) on Derivative, Net Derivative, Gain on Derivative Derivative, Gain on Derivative Debt Instrument, Face Amount Debt Instrument, Face Amount Interest rate (as a percent) Debt Instrument, Interest Rate, Stated Percentage Proceeds from Issuance of Warrants Proceeds from Issuance of Warrants Convertible due 2021 - Bond Hedge, Initial Fair Value Convertible due 2021 - Bond Hedge, Initial Fair Value Convertible due 2021 - Bond Hedge, Initial Fair Value Convertible Debt 2021 Conversion Feature, Initial Fair Value Convertible Debt 2021 Conversion Feature, Initial Fair Value Convertible Debt 2021 Conversion Feature, Initial Fair Value Convertible due 2022 - Bond Hedge, Fair Value at Issuance Convertible due 2022 - Bond Hedge, Fair Value at Issuance Convertible due 2022 - Bond Hedge, Fair Value at Issuance Convertible Debt 2022 Conversion Feature, Initial Fair Value Convertible Debt 2022 Conversion Feature, Initial Fair Value Convertible Debt 2022 Conversion Feature, Initial Fair Value Sale Leaseback Transactions [Abstract] Sale Leaseback Transactions [Abstract] Sale Leaseback Transaction [Table] Sale Leaseback Transaction [Table] Sale Leaseback Transaction, Description [Axis] Sale Leaseback Transaction, Description [Axis] Sale Leaseback Transaction, Name [Domain] Sale Leaseback Transaction, Name [Domain] Sale Leaseback Transaction [Line Items] Sale Leaseback Transaction [Line Items] Sale Leaseback Transaction, Net Proceeds, Investing Activities Sale Leaseback Transaction, Net Proceeds, Investing Activities Sale Leaseback Transaction, Annual Rental Payments Sale Leaseback Transaction, Annual Rental Payments Sale Leaseback Transaction, Lease Term Sale Leaseback Transaction, Lease Term Sale Leaseback Transaction, Lease Term Sale Leaseback Transaction, Lease Terms Sale Leaseback Transaction, Lease Terms Deferred gain on sale leaseback Sale Leaseback Transaction, Deferred Gain, Gross Sale Leaseback Transaction, Immediate Loss Recognized Sale Leaseback Transaction, Immediate Loss Recognized Sale Leaseback Transaction, Immediate Loss Recognized Capital Lease Obligations Capital Lease Obligations Income Tax Disclosure [Abstract] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Balance at beginning of year Unrecognized Tax Benefits Additions to: Unrecognized Tax Benefits, Increases [Abstract] Unrecognized Tax Benefits, Increases [Abstract] Positions taken during the current year Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions Positions taken during a prior year Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Exchange rate impact Unrecognized Tax Benefits, Increase Resulting from Foreign Currency Translation Deductions due to: Unrecognized Tax Benefits, Decreases [Abstract] Unrecognized Tax Benefits, Decreases [Abstract] Exchange rate impact Unrecognized Tax Benefits, Decrease Resulting from Foreign Currency Translation Positions taken during a prior year Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions Lapse of statute of limitations Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations Balance at end of year Leases [Abstract] Leases and Commitments Leases of Lessee Disclosure [Text Block] Retirement Benefits [Abstract] Company matching employee contributions Defined Contribution Plan, Employer Matching Contribution, Percent of Match Maximum percentage of matching contribution for total compensation Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay Discretionary contributions, percentage of qualified wages Defined Contribution Plan, Employer Discretionary Contribution, Percent of Employees' Gross Pay Defined Contribution Plan, Employer Discretionary Contribution, Percent of Employees' Gross Pay Contribution expense Defined Contribution Plan, Employer Discretionary Contribution Amount Schedule of Defined Benefit Plans Disclosures [Table] Schedule of Defined Benefit Plans Disclosures [Table] Retirement Plan Sponsor Location [Axis] Retirement Plan Sponsor Location [Axis] Retirement Plan Sponsor Location [Domain] Retirement Plan Sponsor Location [Domain] Foreign Plan Foreign Plan [Member] Retirement Plan Type [Axis] Retirement Plan Type [Axis] Retirement Plan Type [Domain] Retirement Plan Type [Domain] Supplemental Executive Retirement Plan Supplemental Employee Retirement Plan [Member] Domestic Plan Domestic Plan [Member] Defined Benefit Plan Disclosure [Line Items] Defined Benefit Plan Disclosure [Line Items] Interest credited for active participants (as a percent) Defined Benefit Plan, Interest Rate Defined Benefit Plan, Interest Rate Accumulated benefit obligation Defined Benefit Plan, Accumulated Benefit Obligation Assumption, future salary increase rate Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase Assumed discount rate Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate Retirement age Defined Benefit Plans, Retirement Age Defined Benefit Plans, Retirement Age Number of participants unaffected by plan conversion Defined Benefit Plan, Number of Participants Unaffected by Plan Conversion Defined Benefit Plan, Number of Participants Unaffected by Plan Conversion Defined Benefit Plan, Death Benefit Only Plan, Benefit Payment as Multiplier of Final Earnings, Current Employee Defined Benefit Plan, Death Benefit Only Plan, Benefit Payment as Multiplier of Final Earnings, Current Employee Defined Benefit Plan, Death Benefit Only Plan, Benefit Payment as Multiplier of Final Earnings, Current Employee Projected benefit obligation Defined Benefit Plan, Benefit Obligation Death benefit only plan, benefit payment as multiplier of final earnings Defined Benefit Plan, Death Benefit Only Plan, Benefit Payment as Multiplier of Final Earnings, Post-Employment Defined Benefit Plan, Death Benefit Only Plan, Benefit Payment as Multiplier of Final Earnings, Post-Employment Interest (benefit) cost Defined Benefit Plan, Interest Cost Net periodic benefit (income) costs Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Defined Benefit Plan, Benefit Obligation, Benefits Paid Defined Benefit Plan, Benefit Obligation, Benefits Paid Service cost and accrual adjustments Defined Benefit Plan, Service Credit (Cost) Defined Benefit Plan, Service Credit (Cost) Amounts recognized in other comprehensive income (loss) Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), after Reclassification Adjustment, before Tax Derivative Instruments, Gain (Loss) by Hedging Relationship, by Income Statement Location, by Derivative Instrument Risk [Table] Derivative Instruments, Gain (Loss) [Table] Hedging Designation [Axis] Hedging Designation [Axis] Hedging Designation [Domain] Hedging Designation [Domain] Not Designated as Hedging Instrument Not Designated as Hedging Instrument [Member] Derivative Instruments, Gain (Loss) [Line Items] Derivative Instruments, Gain (Loss) [Line Items] Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion) Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net Amount of Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net Amount of Gain (Loss) Recognized in Income on Derivatives Earnings Per Share [Abstract] Net Earnings (Loss) per Share—Basic: Earnings Per Share, Basic [Abstract] Average common shares outstanding Weighted Average Number of Shares Outstanding, Basic Loss from Continuing Operations Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent Net Loss Net Income (Loss) Attributable to Parent Net earnings per common share Earnings Per Share, Basic Diluted Earnings Per Share, Diluted [Abstract] Stock options and awards Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements Average common shares assuming dilution Weighted Average Number of Shares Outstanding, Diluted Net Earnings (loss) per Share - Assuming Dilution (in dollars per share) Earnings Per Share, Diluted Fair Value Disclosures [Abstract] Fair Value Measurements, Recurring and Nonrecurring [Table] Fair Value Measurements, Recurring and Nonrecurring [Table] Indefinite-lived Intangible Assets [Axis] Indefinite-lived Intangible Assets [Axis] Indefinite-lived Intangible Assets, Major Class Name [Domain] Indefinite-lived Intangible Assets, Major Class Name [Domain] Trademarks Trademarks [Member] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Customer lists Customer Lists [Member] Developed technology Developed Technology Rights [Member] Patents Patents [Member] Segments [Axis] Segments [Axis] Segments [Domain] Segments [Domain] Other Segments Other Segments [Member] Europe Europe [Member] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Gain (Loss) Maturity of corporate debt with similar credit risk Goodwill, Impairment Test, Debt Instrument, Term Goodwill, Impairment Test, Debt Instrument, Term US treasury bond maturity Goodwill, Impairment Test, US Treasury Securities, Maturity Term Goodwill, Impairment Test, US Treasury Securities, Maturity Term Discounted cash flow, discount rate Goodwill, Impairment Test, Discounted Cash Flow, Discount Rate Goodwill, Impairment Test, Discounted Cash Flow, Discount Rate Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) Discounted cash flow sensitivity analysis discount rate rncrease Goodwill, Impairment Test, Discounted Cash Flow, Sensitivity Analysis, Discount Rate Increase Goodwill, Impairment Test, Discounted Cash Flow, Sensitivity Analysis, Discount Rate Increase Discounted cash flow, discount rate premium Fair Value Inputs, Discounted Cash Flow, Discount Rate Premium Fair Value Inputs, Discounted Cash Flow, Discount Rate Premium Indefinite Lived Intangible Assets, Impairment Losses After Tax Indefinite Lived Intangible Assets, Impairment Losses After Tax Indefinite Lived Intangible Assets, Impairment Losses After Tax Accounting Policies [Abstract] Schedule of Indefinite-Lived Intangible Assets [Table] Schedule of Indefinite-Lived Intangible Assets [Table] Indefinite-lived Intangible Assets [Line Items] Indefinite-lived Intangible Assets [Line Items] Fair Value of Financial Instruments Fair Value Disclosures [Text Block] Schedule of Earnings (Loss) Per Share, Basic and Diluted Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Receivables [Abstract] Allowance for Doubtful Accounts [Roll Forward] Financing Receivable, Allowance for Credit Losses [Roll Forward] Balance as of beginning of period Financing Receivable, Allowance for Credit Losses Current period provision Provision for Loan, Lease, and Other Losses Direct write-offs charged against the allowance Financing Receivable, Allowance for Credit Losses, Write-downs Balance as of end of period Equity [Abstract] Capital Stock Schedule of Stockholders Equity [Table Text Block] Effects of US Tax Reform Effects of US Tax Reform Effects of US Tax Reform Income Tax Expense (Benefit), Intraperiod Tax Allocation Intraperiod allocations to OCI Intraperiod allocations to OCI Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] Effective Income Tax Rate Reconciliation, Percent [Abstract] Statutory federal income tax rate (benefit) Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent State and local income taxes, net of federal income tax benefit Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent Tax credits Effective Income Tax Rate Reconciliation, Tax Credit, Percent Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Percent Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Percent Foreign taxes at other than the federal statutory rate (including tax holidays) Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent Federal and foreign valuation allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent Withholding taxes Effective Income Tax Rate Reconciliation, Withholding Taxes Effective Income Tax Rate Reconciliation, Withholding Taxes Unremitted earnings Effective Income Rate Reconciliation Nondeductible Expense Unremitted Earnings Effective Income Rate Reconciliation Nondeductible Expense Unremitted Earnings Dividends Effective Income Tax Rate Reconciliation, Deduction, Dividend, Percent Effective Income Tax Rate Reconciliation, Debt Repurchase, Percent Effective Income Tax Rate Reconciliation, Debt Repurchase, Percent Effective Income Tax Rate Reconciliation, Debt Repurchase, Percent Foreign branch activity Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Percent Uncertain tax positions Effective Income Tax Rate Reconciliation, Tax Contingency, Percent Other, net Effective Income Tax Rate Reconciliation,Other Reconciling Items, Percent Effective Income Tax Rate, Continuing Operations Effective Income Tax Rate Reconciliation, Percent Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income (Loss) [Table] Equity Components [Axis] Equity Components [Axis] Equity Component [Domain] Equity Component [Domain] Foreign Currency Accumulated Foreign Currency Adjustment Attributable to Parent [Member] Long-Term Notes Accumulated Long-Term Notes Adjustment [Member] Accumulated Long-Term Notes Adjustment [Member] Defined Benefit Plans Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] Derivatives Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] AOCI Attributable to Parent, Net of Tax [Roll Forward] Beginning balance Accumulated Other Comprehensive Income (Loss), Net of Tax OCI before reclassifications Other Comprehensive Income (Loss), before Reclassifications, Net of Tax Amount reclassified from accumulated OCI Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax Other Comprehensive Income (Loss) Other Comprehensive Income (Loss), Net of Tax Ending balance Operations Held For Sale [Abstract] Operations Held For Sale [Abstract] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Table] Disposal Groups, Including Discontinued Operations [Table] Disposal Group Name [Axis] Disposal Group Name [Axis] Disposal Groups, Including Discontinued Operations, Name [Domain] Disposal Group Name [Domain] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Discontinued Operations Discontiuned Operations Held For Sale Disclosure [Text Block] Disposal Groups Including Operations Held For Sale Disclosure Other Liabilities Disclosure [Abstract] Schedule of Other Liabilities, Noncurrent Other Noncurrent Liabilities [Table Text Block] USD / AUD Foreign Exchange Forward USD / AUD [Member] Foreign Exchange Forward USD / AUD [Member] USD / CAD Foreign Exchange Forward USD / CAD [Member] Foreign Exchange Forward USD / CAD [Member] USD / CNY Foreign Exchange Forward USD / CNY [Member] Foreign Exchange Forward USD / CNY [Member] USD / EUR Foreign Exchange Forward USD / EUR [Member] Foreign Exchange Forward USD / EUR [Member] USD / GBP Foreign Exchange Forward USD / GBP [Member] Foreign Exchange Forward USD / GBP [Member] USD / NZD Foreign Exchange Forward USD / NZD [Member] Foreign Exchange Forward USD / NZD [Member] USD / SEK Foreign Exchange Forward USD / SEK [Member] Foreign Exchange Forward USD / SEK [Member] USD / MXP Foreign Exchange Forward USD / MXP [Member] Foreign Exchange Forward USD / MXP [Member] EUR / CAD Foreign Exchange Forward EUR / CAD [Member] Foreign Exchange Forward EUR / CAD [Member] EUR / CHF Foreign Exchange Forward EUR / CHF [Member] Foreign Exchange Forward EUR / CHF [Member] EUR / GBP Foreign Exchange Forward EUR / GBP [Member] Foreign Exchange Forward EUR / GBP [Member] EUR / NOK Foreign Exchange Forward EUR / NOK [Member] Foreign Exchange Forward EUR / NOK [Member] EUR / SEK Foreign Exchange Forward EUR / SEK [Member] Foreign Exchange Forward EUR / SEK [Member] EUR / NZD Foreign Exchange Forward EUR / NZD [Member] Foreign Exchange Forward EUR / NZD [Member] DKK / SEK Foreign Exchange Forward DKK / SEK [Member] Foreign Exchange Forward DKK / SEK [Member] NOK / SEK Foreign Exchange Forward NOK / SEK [Member] Foreign Exchange Forward NOK / SEK [Member] Designated as Hedging Instrument Designated as Hedging Instrument [Member] Notional Amount, Derivative Notional Amount, Derivative Notional Amount, Derivative Unrealized Gain (Loss) Unrealized Gain (Loss) on Derivatives Revenue Recognition [Abstract] Revenue Recognition, Multiple-deliverable Arrangements [Table] Revenue Recognition, Multiple-deliverable Arrangements [Table] Type of Arrangement and Non-arrangement Transactions [Axis] Type of Arrangement and Non-arrangement Transactions [Axis] Arrangements and Non-arrangement Transactions [Domain] Arrangements and Non-arrangement Transactions [Domain] Product and Service [Axis] Product and Service [Axis] Product and Service [Domain] Product and Service [Domain] Revenue Recognition, Multiple-deliverable Arrangements [Line Items] Revenue Recognition, Multiple-deliverable Arrangements [Line Items] Revenue Recognition, Multiple-deliverable Arrangements [Table Text Block] Revenue Recognition, Multiple-deliverable Arrangements [Table Text Block] Debt Disclosure [Abstract] Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Credit Facility [Axis] Credit Facility [Axis] Credit Facility [Domain] Credit Facility [Domain] Revolving Credit Facility Revolving Credit Facility [Member] Line of Credit Line of Credit [Member] Other obligations Other Notes and Capital Lease Obligations [Member] Other Notes and Capital Lease Obligations [Member] Convertible Senior Notes at 5.00% February 2024 Convertible Senior Notes at 5.00% November 2024 [Member] Convertible Senior Subordinated Debentures at 4.125% February 2027 [Member] Debt Instrument [Line Items] Debt Instrument [Line Items] Long-term debt Long-term Debt and Capital Lease Obligations, Including Current Maturities Less current maturities of long-term debt Long-term Debt and Capital Lease Obligations, Current Long-term debt of current maturities Long-term Debt and Capital Lease Obligations Debt Instrument, Unamortized Discount Debt Instrument, Unamortized Discount Debt Instrument, Fee Amount, Net Balance Shown as a Liability Debt Instrument, Fee Amount, Net Balance Shown as a Liability Debt Instrument, Fee Amount, Net Balance Shown as a Liability Debt Instrument, Net Carrying Amount Debt Instrument, Net Carrying Amount Debt Instrument, Net Carrying Amount Long-Term Debt Debt and Capital Leases Disclosures [Text Block] Segment Reporting [Abstract] Schedule of Segment Reporting Information, by Segment [Table] Concentration Risk Type [Axis] Concentration Risk Type [Axis] Concentration Risk Type [Domain] Concentration Risk Type [Domain] Customer Concentration Risk Customer Concentration Risk [Member] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Axis] Concentration Risk Benchmark [Domain] Concentration Risk Benchmark [Domain] Net Sales Sales Revenue, Net [Member] Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Maximum percent of revenue from single customer Concentration Risks, Percent of Revenue from Single Customer, Maximum Concentration Risks, Percent of Revenue from Single Customer, Maximum Restructuring and Related Activities [Abstract] Schedule of Restructuring and Related Costs [Table] Schedule of Restructuring and Related Costs [Table] North America North America [Member] Institutional Products Group Institutional Products Group [Member] Institutional Products Group [Member] Restructuring Cost and Reserve [Axis] Restructuring Type [Axis] Type of Restructuring [Domain] Type of Restructuring [Domain] Severance Employee Severance [Member] Contract Terminations Contract Termination [Member] Restructuring Cost and Reserve [Line Items] Restructuring Cost and Reserve [Line Items] Charges Restructuring Charges Payments Payments for Restructuring Expected payout period Restructuring and Related Activities, Expected Payout Period Restructuring and Related Activities, Expected Payout Period Lease, Cost [Abstract] Operating Lease, Expense Operating Lease, Expense Short-term Lease, Cost Short-term Lease, Cost Operating Lease, Cost Operating Lease, Cost Finance Lease, Interest Expense Finance Lease, Interest Expense Finance Lease, Right-of-Use Asset, Amortization Finance Lease, Right-of-Use Asset, Amortization Financing Lease, Cost Financing Lease, Cost Financing Lease, Cost Disclosure of Compensation Related Costs, Share-based Payments [Abstract] Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table] Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table] Award Type [Axis] Award Type [Axis] Equity Award [Domain] Equity Award [Domain] Non-qualified stock options Employee Stock Option [Member] Restricted stock and restricted stock units Restricted Stock and Restricted Stock Units (RSUs) [Member] Restricted Stock and Restricted Stock Units (RSUs) [Member] Performance shares and performance share units Performance Shares [Member] Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] Stock-based compensation expense Allocated Share-based Compensation Expense Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Stock / Units unvested at beginning of period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Vested (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period Canceled (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period Stock / Units unvested at end of period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Stock / Units unvested at beginning of period - Weighted Average Fair Value (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Granted - Weighted Average Fair Value (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Vested - Weighted Average Fair Value (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Canceled - Weighted Average Fair Value (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Stock / Units unvested at end of period - Weighted Average Fair Value (in dollars per share) Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] Schedule of Other Assets, Noncurrent Schedule of Other Assets, Noncurrent [Table Text Block] Unrecognized compensation expense Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Property, Plant and Equipment, Type [Axis] Property, Plant and Equipment, Type [Axis] Property, Plant and Equipment, Type [Domain] Property, Plant and Equipment, Type [Domain] Machinery and equipment Machinery and Equipment [Member] Furniture and fixtures Furniture and Fixtures [Member] Building and building improvements Building and Building Improvements [Member] Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Property, plant and equipment, useful life Property, Plant and Equipment, Useful Life Financial Instrument [Axis] Financial Instrument [Axis] Financial Instruments [Domain] Financial Instruments [Domain] Convertible Debt Bond Hedge [Member] Convertible Debt Bond Hedge [Member] Convertible Debt Bond Hedge Convertible Debt 2021 Conversion Feature [Member] Convertible Debt 2021 Conversion Feature [Member] Convertible Debt 2021 Conversion Feature Convertible Debt 2022 Conversion Feature [Domain] Convertible Debt 2022 Conversion Feature [Domain] Convertible Debt 2022 Conversion Feature [Domain] Interest Rate Swap [Member] Interest Rate Swap [Member] Fair Value by Measurement Frequency [Axis] Measurement Frequency [Axis] Fair Value, Measurement Frequency [Domain] Fair Value, Measurement Frequency [Domain] Fair Value, Measurements, Recurring Fair Value, Measurements, Recurring [Member] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Fair Value, Measurements, Fair Value Hierarchy [Domain] Fair Value Hierarchy and NAV [Domain] Quoted Prices in Active Markets for Identical Assets / (Liabilities) - Level I Fair Value, Inputs, Level 1 [Member] Fair Value, Inputs, Level 2 Fair Value, Inputs, Level 2 [Member] Significant Other Unobservable Inputs - Level III Fair Value, Inputs, Level 3 [Member] Derivative assets (liabilities), at fair value, net Derivative Assets (Liabilities), at Fair Value, Net Convertible Debt 2021 Conversion Feature, Fair Value Convertible Debt 2021 Conversion Feature, Fair Value Convertible Debt 2021 Conversion Feature, Fair Value Convertible 2021 note hedge asset Convertible due 2021 - Bond Hedge, Fair Value Convertible due 2021 - Bond Hedge, Fair Value Convertible Debt 2022 Conversion Feature, Fair Value Convertible Debt 2022 Conversion Feature, Fair Value Convertible Debt 2022 Conversion Feature, Fair Value Convertible due 2022 - Bond Hedge, Fair Value Convertible due 2022 - Bond Hedge, Fair Value Convertible due 2022 - Bond Hedge, Fair Value Schedule of Indefinite-Lived Assets [Abstract] Schedule of Indefinite-Lived Assets [Abstract] Consolidation Items [Axis] Consolidation Items [Axis] Consolidation Items [Domain] Consolidation Items [Domain] Other Current Assets Other Current Assets [Text Block] Cash surrender value of life insurance policies Cash Surrender Value of Life Insurance Deferred financing fees Debt Issuance Costs, Noncurrent, Net Investments Long-term Investments Long-term installment receivables Notes, Loans and Financing Receivable, Net, Noncurrent Long-term deferred taxes Deferred Tax Assets, Net of Valuation Allowance, Noncurrent Other Prepaid Expense and Other Assets, Noncurrent Other Assets Other Assets, Noncurrent Quarterly Financial Information Disclosure [Abstract] Interim Financial Information Quarterly Financial Information [Text Block] Business Segments Segment Reporting Disclosure [Text Block] Installment receivables, current Notes, Loans and Financing Receivable, Gross, Current Installment receivables, long-term Notes, Loans and Financing Receivable, Gross, Noncurrent Total Installment Receivables Financing Receivable, Gross Unearned Interest - Current Unearned Interest - Current Unearned Interest - Current Unearned interest, long-term Deferred Revenue, Noncurrent Total Unearned Interest Deferred Revenue Unearned Interest Unearned Interest Unearned Interest Installment receivables net of unearned interest, current Notes Loans and Financing Receivable Net of Unearned Interest Current Notes Loans and Financing Receivable Net of Unearned Interest Current Installment receivables net of unearned interest, long-term Notes Loans and Financing Receivable Net of Unearned Interest Noncurrent Notes Loans and Financing Receivable Net of Unearned Interest Noncurrent Total installment receivables net of unearned interest Notes, Loans and Financing Receivable, Net of Unearned Interest Notes, Loans and Financing Receivable, Net of Unearned Interest Allowance for doubtful accounts, current Allowance for Notes, Loans and Financing Receivable, Current Allowance for doubtful accounts, long-term Allowance for Notes, Loans and Financing Receivable, Noncurrent Allowance for doubtful accounts Installment receivables, net Notes, Loans and Financing Receivable, Net, Current Installment receivables, long-term Total installment receivables, net Financing Receivable, Net Cover page. Entities [Table] Entities [Table] Class of Stock [Axis] Class of Stock [Axis] Class of Stock [Domain] Class of Stock [Domain] Common Stock Common Stock [Member] Class B Common Shares Common Class B [Member] Entity Information [Line Items] Entity Information [Line Items] Document Type Document Type Document Annual Report Document Annual Report Document Period End Date Document Period End Date Document Transition Report Document Transition Report Entity File Number Entity File Number Entity Registrant Name Entity Registrant Name Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Entity Tax Identification Number Entity Tax Identification Number Entity Address, Address Line One Entity Address, Address Line One Entity Address, City or Town Entity Address, City or Town Entity Address, State or Province Entity Address, State or Province Entity Address, Postal Zip Code Entity Address, Postal Zip Code City Area Code City Area Code Local Phone Number Local Phone Number Title of 12(b) Security Title of 12(b) Security Trading Symbol Trading Symbol Security Exchange Name Security Exchange Name Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Voluntary Filers Entity Current Reporting Status Entity Current Reporting Status Entity Interactive Data Current Entity Interactive Data Current Entity Filer Category Entity Filer Category Entity Small Business Entity Small Business Entity Emerging Growth Company Entity Emerging Growth Company Entity Shell Company Entity Shell Company Entity Public Float Entity Public Float Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Documents Incorporated by Reference [Text Block] Documents Incorporated by Reference [Text Block] Entity Central Index Key Entity Central Index Key Current Fiscal Year End Date Current Fiscal Year End Date Document Fiscal Year Focus Document Fiscal Year Focus Document Fiscal Period Focus Document Fiscal Period Focus Amendment Flag Amendment Flag Vesting [Axis] Vesting [Axis] Vesting [Domain] Vesting [Domain] Weighted Average Weighted Average [Member] Plan Name [Axis] Plan Name [Axis] Plan Name [Domain] Plan Name [Domain] 2018 Plan 2018 Plan [Member] 2018 Plan 2013 Plan 2013 Plan [Member] 2013 Plan [Member] Stock Options Restricted stock and restricted stock units Restricted Stock [Member] Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period Common stock par value (in dollars per share) Common Stock, Par or Stated Value Per Share Ratio of votes per share of Class B common stock to common stock Common Stock, Number of Votes Common Stock, Number of Votes Number of shares authorized Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized Stock option related treasury stock, shares acquired Share-based Compensation Arrangement by Share-based Payment Award, Treasury Stock, Shares, Acquired Share-based Compensation Arrangement by Share-based Payment Award, Treasury Stock, Shares, Acquired Payments for Repurchase of Common Stock Payments for Repurchase of Common Stock Expiration period Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period Unrecognized compensation expense, period for recognition Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition Decrease of shares available for grant due to award activity Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease) Award vesting percentage Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage Weighted-average fair value of options granted Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Weighted average remaining contractual term of options outstanding Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Weighted-average remaining contractual term of options exercisable Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term Intrinsic value of exercises in period Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value Intrinsic value of options outstanding Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value Intrinsic value of options exercisable Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value Proceeds from exercise of stock options Proceeds from Stock Options Exercised Fair value of awards vested in period Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value Award vesting period Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Performance achievement level, lower range Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Performance Award Target Acheivement, Lower Range, Percentage Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Performance Award Target Acheivement, Lower Range, Percentage Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Performance Award Target Acheivement, Upper Range, Percentage Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Performance Award Target Acheivement, Upper Range, Percentage Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Performance Award Target Acheivement, Upper Range, Percentage Performance achievement level, target range Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Performance Award Target Acheivement, Percentage Level of Performance Award Achievement, Target Class of Warrant or Right, Exercise Price of Warrants or Rights Class of Warrant or Right, Exercise Price of Warrants or Rights Number of securities called by each warrant or right Class of Warrant or Right, Redemption of Warrant or Right, Price per Warrant or Right Class of Warrant or Right, Redemption of Warrant or Right, Price per Warrant or Right Number of days following a public announcement of beneficial ownership acquisition Class of Warrant or Right, Number of Days Following a Public Announcement of Beneficial Ownership Acquisition Class of Warrant or Right, Number of Days Following a Public Announcement of Beneficial Ownership Acquisition Common Stock, Shares, Outstanding Common Stock, Shares, Outstanding Common Stock, Holders Percentage of Total Outstanding Common Stock, Holders Percentage of Total Outstanding Common Stock, Holders Percentage of Total Outstanding Share-based Compensation Arrangement by Share-based Payment Award, Number of Share Awards Underlying from 2003 Plan Share-based Compensation Arrangement by Share-based Payment Award, Number of Share Awards Underlying from 2003 Plan Share-based Compensation Arrangement by Share-based Payment Award, Number of Share Awards Underlying from 2003 Plan Restructuring Reserve [Roll Forward] Restructuring Reserve [Roll Forward] Beginning Balance Restructuring Reserve Ending Balance Payables and Accruals [Abstract] Product Warranty Liability [Table] Product Warranty Liability [Table] Loss Contingency Nature [Axis] Loss Contingency Nature [Axis] Loss Contingency, Nature [Domain] Loss Contingency, Nature [Domain] Product Warranty Liability [Line Items] Product Warranty Liability [Line Items] Balance as of January 1 Product Warranty Accrual, Current Warranties provided during the period Standard and Extended Product Warranty Accrual, Increase for Warranties Issued Settlements made during the period Standard and Extended Product Warranty Accrual, Decrease for Payments Changes in liability for pre-existing warranties during the period, including expirations Standard and Extended Product Warranty Accrual, Increase (Decrease) for Preexisting Warranties Balance as of December 31 Lease Expense Lease, Cost [Table Text Block] Schedule of Future Minimum Rental Payments for Operating Leases Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] Schedule of Future Minimum Lease Payments for Capital Leases Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] Schedule of Cash Flow, Supplemental Disclosures Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] Weighted-Average Remaining Lease Terms and Discount Rates Weighted-Average Remaining Lease Terms and Discount Rates [Table Text Block] Weighted-Average Remaining Lease Terms and Discount Rates [Table Text Block] Inventory Disclosure [Abstract] Finished goods Inventory, Finished Goods, Net of Reserves Raw materials Inventory, Raw Materials, Net of Reserves Work in process Inventory, Work in Process, Net of Reserves Inventory, Net Inventory, Net Annual policy losses insured per occurence Loss Contingency, Insurance Coverage per Incident Loss Contingency, Insurance Coverage per Incident Annual policy losses, in aggregate Loss Contingency, Aggregate Insurance Coverage Loss Contingency, Aggregate Insurance Coverage Annual policy losses, external insurance coverage, in aggregate Loss Contingency, Aggregate External Insurance Coverage Loss Contingency, Aggregate External Insurance Coverage Weighted-Average Remaining Lease Terms and Discount Rates [Abstract] Weighted-Average Remaining Lease Terms and Discount Rates [Abstract] Finance Lease, Weighted Average Remaining Lease Term Finance Lease, Weighted Average Remaining Lease Term Operating Lease, Weighted Average Remaining Lease Term Operating Lease, Weighted Average Remaining Lease Term Finance Lease, Weighted Average Discount Rate, Percent Finance Lease, Weighted Average Discount Rate, Percent Operating Lease, Weighted Average Discount Rate, Percent Operating Lease, Weighted Average Discount Rate, Percent Derivative Instruments and Hedging Activities [Abstract] Derivative Instruments and Hedging Activities [Abstract] Derivative Instruments and Hedging Activities Disclosures [Table] Derivative Instruments and Hedging Activities Disclosures [Table] Derivative Instruments and Hedging Activities Disclosures [Line Items] Derivative Instruments and Hedging Activities Disclosures [Line Items] Convertible Debt Conversion Feature Gain (Loss) Convertible Debt Conversion Feature Gain (Loss) Convertible Debt Conversion Feature Gain (Loss) Fair Values Convertible Debt Hedges, Net Fair Values Convertible Debt Hedges, Net Fair Values Convertible Debt Hedges, Net Convertible Debt Note Hedge Gain (Loss) Convertible Debt Note Hedge Gain (Loss) Convertible Debt Note Hedge Gain (Loss) Fair Values Convertible Debt Hedges, Gain (Loss) Fair Values Convertible Debt Hedges, Gain (Loss) Fair Values Convertible Debt Hedges, Gain (Loss) Fair Value, by Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping [Table] Convertible Debt 2021 Note Hedge [Domain] Convertible Debt 2021 Note Hedge [Domain] Convertible Debt 2021 Note Hedge [Domain] Convertible Debt 2022 Note Hedge [Domain] Convertible Debt 2022 Note Hedge [Domain] Convertible Debt 2022 Note Hedge [Domain] Balance Sheet Location [Axis] Balance Sheet Location [Axis] Balance Sheet Location [Domain] Balance Sheet Location [Domain] Other Long-Term Obligations Other Long-Term Obligations [Member] Other Long-Term Obligations Other Long-Term Assets [Member] Other Long-Term Assets [Member] Other Long-Term Assets Other Current Assets Other Current Assets [Member] Accrued Expenses Accounts Payable and Accrued Liabilities [Member] Measurement Basis [Axis] Measurement Basis [Axis] Fair Value Measurement [Domain] Fair Value Measurement [Domain] Portion at Fair Value Measurement Portion at Fair Value Measurement [Member] Carrying Value Reported Value Measurement [Member] Fair Value Estimate of Fair Value Measurement [Member] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Cash and cash equivalents Cash and Cash Equivalents, Fair Value Disclosure Other investments Cost Method Investments, Fair Value Disclosure Installment receivables, net of reserves Receivables, Fair Value Disclosure Long-term debt (including current maturities of long-term debt) Debt Instrument, Fair Value Disclosure Derivative assets Derivative Asset Derivative liabilities Derivative Liability Statement of Comprehensive Income [Abstract] Income Tax Expense (Benefit), Discontinued Operations Discontinued Operation, Tax Effect of Discontinued Operation Income Tax Expense (Benefit) on Gain (Loss), Discontinued Operations Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Fair Value, by Balance Sheet Grouping Fair Value, by Balance Sheet Grouping [Table Text Block] Revenues Revenues Gross profit Gross Profit Earnings (loss) before income taxes Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest Net loss Net earnings (loss) per share - basic Schedule of Notional Amounts of Outstanding Derivative Positions Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location Derivatives Not Designated as Hedging Instruments [Table Text Block] Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block] Schedule of Fair Value Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block] Schedule of Fair Value Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block] Derivative Instruments [Abstract] Derivative Instruments [Abstract] Accumulated Other Comprehensive Income (Loss) by Component Comprehensive Income (Loss) Note [Text Block] Finance Leases Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] Capital Leases - 2020 Capital Leases, Future Minimum Payments Due, Next Twelve Months Capital Leases - 2021 Capital Leases, Future Minimum Payments Due in Two Years Capital Leases - 2022 Capital Leases, Future Minimum Payments Due in Three Years Capital Leases - 2023 Capital Leases, Future Minimum Payments Due in Four Years Capital Leases - 2024 Capital Leases, Future Minimum Payments Due in Five Years Capital Leases - Thereafter Capital Leases, Future Minimum Payments Due Thereafter Total future minimum lease payments Capital Leases, Future Minimum Payments Due Amounts representing interest Capital Leases, Future Minimum Payments, Interest Included in Payments Operating Leases, Future Minimum Payments, Interest Included in Payments Operating Leases, Future Minimum Payments, Interest Included in Payments Operating Leases, Future Minimum Payments, Interest Included in Payments Present value of minimum lease payments Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments Operating Leases Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] Operating Leases - 2020 Operating Leases, Future Minimum Payments Due, Next Twelve Months Operating Leases - 2021 Operating Leases, Future Minimum Payments, Due in Two Years Operating Leases - 2022 Operating Leases, Future Minimum Payments, Due in Three Years Operating Leases - 2023 Operating Leases, Future Minimum Payments, Due in Four Years Operating Leases - 2024 Operating Leases, Future Minimum Payments, Due in Five Years Operating Leases - Thereafter Operating Leases, Future Minimum Payments, Due Thereafter Total future minimum lease payments Operating Leases, Future Minimum Payments Due Operating Leases, Future Minimum Payments, Present Value of Net Minimum Payments Operating Leases, Future Minimum Payments, Present Value of Net Minimum Payments Operating Leases, Future Minimum Payments, Present Value of Net Minimum Payments Finance Lease, Liability, Current Finance Lease, Liability, Current Operating Lease, Liability, Current Operating Lease, Liability, Current Finance Lease Long-term Obligations Financing Lease Liability, non-current Financing Lease Liability, non-current Operating Leases Long-term Obligations Operating Lease, Liability, Noncurrent Inventories Inventory Disclosure [Text Block] Schedule of Income before Income Tax, Domestic and Foreign Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Schedule of Components of Income Tax Expense (Benefit) Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Schedule of Effective Income Tax Rate Reconciliation Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Summary of Deferred Tax Liability Not Recognized Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] Goodwill and Intangible Assets Disclosure [Abstract] Schedule of Goodwill Schedule of Goodwill [Table Text Block] Subsequent Events [Abstract] Subsequent Event [Table] Subsequent Event [Table] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Subsequent Event Type [Domain] Subsequent Event Type [Domain] Subsequent Event [Line Items] Subsequent Event [Line Items] Schedule of Subsequent Events Schedule of Subsequent Events [Table Text Block] Schedule of Accounts, Notes, Loans and Financing Receivable [Table] Schedule of Accounts, Notes, Loans and Financing Receivable [Table] U.S. UNITED STATES CANADA CANADA Accounts, Notes, Loans and Financing Receivable [Line Items] Accounts, Notes, Loans and Financing Receivable [Line Items] Total Installment Receivables Impaired Financing Receivable, Recorded Investment [Abstract] Non-impaired installment receivables with no related allowance recorded Financing Receivable, with No Related Allowance, Recorded Investment Financing Receivable, with No Related Allowance, Recorded Investment Impaired installment receivables with a related allowance recorded Impaired Financing Receivable, with Related Allowance, Recorded Investment Total installment receivables Financing Receivable, Recorded Investment Financing Receivable, Recorded Investment Unpaid Principal Balance Impaired Financing Receivable, Unpaid Principal Balance [Abstract] Non-impaired installment receivables with no related allowance recorded Financing Receivable, with No Related Allowance, Unpaid Principal Balance Financing Receivable, with No Related Allowance, Unpaid Principal Balance Impaired installment receivables with a related allowance recorded Impaired Financing Receivable, with Related Allowance, Unpaid Principal Balance Total installment receivables Financing Receivable, Unpaid Principal Balance Financing Receivable, Unpaid Principal Balance Related Allowance for Doubtful Accounts Impaired Financing Receivable, Related Allowance [Abstract] Impaired Financing Receivable, Related Allowance [Abstract] Impaired installment receivables with a related allowance recorded Impaired Financing Receivable, Related Allowance Interest Income Recognized Impaired Financing Receivable, Interest Income, Accrual Method [Abstract] Non-impaired installment receivables with no related allowance recorded Financing Receivable, with No Related Allowance, Interest Income, Accrual Method Financing Receivable, with No Related Allowance, Interest Income, Accrual Method Impaired installment receivables with a related allowance recorded Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method Total installment receivables Financing Receivable, Interest Income, Accrual Method Financing Receivable, Interest Income, Accrual Method Commitments and Contingencies Disclosure [Abstract] Loss Contingencies [Table] Loss Contingencies [Table] Loss Contingencies [Line Items] Loss Contingencies [Line Items] Concentration Risk [Table] Concentration Risk [Table] Guarantor Obligations, Nature [Axis] Guarantor Obligations, Nature [Axis] Guarantor Obligations, Nature [Domain] Guarantor Obligations, Nature [Domain] Payment Guarantee Payment Guarantee [Member] Concentration Risk [Line Items] Concentration Risk [Line Items] Retained recourse obligation Concentration Risk, Retained Recourse Obligation For Default of Customer Lease Obligations Under Contract Concentration Risk, Retained Recourse Obligation For Default of Customer Lease Obligations Under Contract Total contracts Guarantor Obligations, Maximum Exposure, Undiscounted Guarantee obligation at carrying value Guarantor Obligations, Current Carrying Value Number of Customers Used For Concentration Risk Disclosure Number of Customers Used For Concentration Risk Disclosure Number of Customers Used For Concentration Risk Disclosure Concentration risk, percentage Concentration Risk, Percentage Derivatives Derivative Instruments and Hedging Activities Disclosure [Text Block] Schedule of Accumulated Other Comprehensive Income (Loss) Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Schedule of Amounts Recognized in Other Comprehensive Income (Loss) Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block] Accrued Expenses Schedule of Accrued Liabilities [Table Text Block] Accrued Warranty Costs Schedule of Product Warranty Liability [Table Text Block] Accrued Liabilities Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] Charges Related To Restructuring Activities Restructuring and Related Activities Disclosure [Text Block] Schedule of Quarterly Financial Information Quarterly Financial Information [Table Text Block] Research and development expense Research and Development Expense Advertising expense Advertising Expense Revenue Disclosure Revenue Disclosure [Text Block] Revenue Disclosure [Text Block] Inventories Schedule of Inventory, Current [Table Text Block] Deferred income taxes Deferred Income Taxes and Other Tax Liabilities, Noncurrent Product liability Product Liability, Noncurrent Product Liability, Noncurrent Pension Liability, Defined Benefit Pension Plan, Noncurrent Supplemental Executive Retirement Plan liability Deferred Compensation Cash-based Arrangements, Liability, Classified, Noncurrent Deferred compensation Deferred Compensation Liability, Classified, Noncurrent Uncertain tax obligation including interest Liability for Uncertainty in Income Taxes, Noncurrent Advance payment on sale of land & buildings Deferred Revenue, Sale of Property Deferred Revenue, Sale of Property Convertible 2022 debt conversion liability Convertible 2021 debt conversion liability Other Other Liabilities, Noncurrent Other long-term obligations Liabilities, Other than Long-term Debt, Noncurrent Schedule of Finite-Lived Intangible Assets [Table] Schedule of Finite-Lived Intangible Assets [Table] Finite-Lived Intangible Assets [Line Items] Finite-Lived Intangible Assets [Line Items] Gain (Loss) on Extinguishment of Debt, Net of Tax Per Diluted Share Gain (Loss) on Extinguishment of Debt, Net of Tax Per Diluted Share Gain (Loss) on Extinguishment of Debt, Net of Tax Per Diluted Share Impairment of an intangible asset Asset Impairment Charges Non-cash Tax Benefit, Per Diluted Share Non-cash Tax Benefit, Per Diluted Share Non-cash Tax Benefit, Per Diluted Share Impairment of Intangible Assets (Excluding Goodwill), Net of Tax Per Diluted Share Impairment of Intangible Assets (Excluding Goodwill), Net of Tax Per Diluted Share Impairment of Intangible Assets (Excluding Goodwill), Net of Tax Per Diluted Share Deferred Tax Benefit Adjustment, net Deferred Tax Benefit Adjustment, net Deferred Tax Benefit Adjustment, net Loss (gain) on Convertible Debt Derivatives, Net of Tax Loss (gain) on Convertible Debt Derivatives, Net of Tax Loss (gain) on Convertible Debt Derivatives, Net of Tax Loss (gain) on Convertible Debt Derivatives, Per Diluted Share Loss (gain) on Convertible Debt Derivatives, Per Diluted Share Loss (gain) on Convertible Debt Derivatives, Per Diluted Share Charges Restructuring charges, net of tax Restructuring Charges, Net of Tax Restructuring Charges, Net of Tax Restructuring charges, net of tax, per diluted share Restructuring Charges, Net of Tax, Per Diluted Share Restructuring Charges, Net of Tax, Per Diluted Share Gain (Loss) on Extinguishment of Debt Gain (Loss) on Extinguishment of Debt Loss (gain) on Convertible Debt Derivatives Loss (gain) on Convertible Debt Derivatives Gain (loss) on Convertible Debt Derivatives Write off of debt fees Write off of Deferred Debt Issuance Cost Write off of debt fees, net of tax Write off of Deferred Debt Issuance Cost, Net of Tax Write off of Deferred Debt Issuance Cost, Net of Tax Write off of debt fees per diluted share Write off of Deferred Debt Issuance Cost, Net of Tax Per Diluted Share Write off of Deferred Debt Issuance Cost, Net of Tax Per Diluted Share Schedule of Indefinite-Lived Intangible Assets Schedule of Indefinite-Lived Intangible Assets [Table Text Block] Schedule of Finite Lived Intangible Assets Schedule of Finite-Lived Intangible Assets [Table Text Block] Schedule of Goodwill [Table] Schedule of Goodwill [Table] Europe Goodwill [Line Items] Goodwill [Line Items] Goodwill [Roll Forward] Goodwill [Roll Forward] Beginning Balance Goodwill Foreign currency translation adjustments Goodwill, Foreign Currency Translation Gain (Loss) Ending Balance Assets Assets, Total [Member] Intersegment Eliminations Intersegment Eliminations [Member] Trade receivables, net Accounts Receivable, Net, Current Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Revenues, Intercompany Revenues, Intercompany Revenues, Intercompany Proceeds from Divestiture of Interest in Subsidiaries and Affiliates Proceeds from Divestiture of Interest in Subsidiaries and Affiliates Proceeds from Divestiture of Interest in Subsidiaries and Affiliates, Net Proceeds from Divestiture of Interest in Subsidiaries and Affiliates, Net Proceeds from Divestiture of Interest in Subsidiaries and Affiliates, Net Gain from Sale of Subsidiary, Pre-tax Gain from Sale of Subsidiary, Pre-tax Gain from Sale of Subsidiary, Pre-tax Inventories, net Other current assets Other Assets, Current Property and Equipment, net Property, Plant and Equipment, Net Operating Lease Assets, net Operating Lease, Right-of-Use Asset Total Assets Assets Accounts payable Accounts Payable, Current Accrued expenses Accrued Liabilities, Current Current taxes payable Taxes Payable, Current Current portion of operating lease obligations Liabilities Liabilities Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] Options outstanding at beginning of period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Granted (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures Exercise of stock options Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Canceled (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period Options outstanding at end of period (in shares) Weighted Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Options outstanding at beginning of period - Weighted Average Exercise Price (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Granted - Weighted Average Exercise Price (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Excercised - Weighted Average Exercise Price (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Canceled - Weighted Average Exercise Price (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price Options outstanding at end of period - Weighted Average Exercise Price (in dollars per share) Exercise price range, lower limit (in dollars per shares) Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit Exercise price range, upper limit (in dollars per shares) Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit Options exercisable at end of period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number Contract Type [Axis] Contract Type [Axis] Contract Type [Axis] Contract Type [Domain] Contract Type [Domain] [Domain] for Contract Type [Axis] General Terms and Conditions [Member] General Terms and Conditions [Member] General Terms and Conditions [Member] Large National Customers [Member] Large National Customers [Member] Large National Customers [Member] Government Tenders [Member] Government Tenders [Member] Government Tenders [Member] Other Customers [Member] Other Customers [Member] Other Customers [Member] Product [Member] Product [Member] Service [Member] Service [Member] Net Revenue Net Revenue Net Revenue Contract Type Sales Split Contract Type Sales Split Contract Type Sales Split Deferred Revenue Tax receivables principally value added taxes Value Added Tax Receivable, Current Receivable due from information technology provider Information Technology Recoverable Costs Information technology recoverable costs Prepaid insurance Prepaid Insurance Service contracts Prepaid Service Contracts Prepaid Service Contracts Prepaid social charges Prepaid Social Charges Prepaid Social Charges Derivatives (foreign currency forward contracts) Derivative Asset, Current Prepaid inventory Prepaid Inventory Prepaid Inventory Recoverable income taxes Income Taxes Receivable, Current Prepaid debt fees Prepaid Debt Fees Prepaid Debt Fees Prepaid and other current assets Other Prepaid Expense, Current Other current assets Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] Schedule of Unrecognized Compensation Cost, Nonvested Awards Schedule of Unrecognized Compensation Cost, Nonvested Awards [Table Text Block] Schedule of Share-based Compensation, Stock Options, Activity Share-based Compensation, Stock Options, Activity [Table Text Block] Schedule of Share-based Compensation, Stock Options Outstanding Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] Share-based Compensation, Performance Shares Award Unvested Activity Share-based Compensation, Performance Shares Award Nonvested Activity [Table Text Block] Income Taxes Income Tax Disclosure [Text Block] Statement of Financial Position [Abstract] Statement [Table] Statement [Table] Common Shares (Authorized 150,000 shares; 37,609 and 37,010 issued and outstanding in 2019 and 2018, respectively)—no par Class B Common Shares (Authorized 12,000 shares; 6 issued and outstanding in 2019 and 2018)—no par Statement [Line Items] Statement [Line Items] Assets Assets [Abstract] Current Assets Assets, Current [Abstract] Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Installment receivables, net Total Current Assets Assets, Current Other Assets Intangibles Intangible Assets, Net (Excluding Goodwill) Financing Lease Assets, net Finance Lease, Right-of-Use Asset Goodwill Liabilities and Shareholders' Equity Liabilities and Equity [Abstract] Current Liabilities Liabilities, Current [Abstract] Short-term debt and current maturities of long-term obligations Debt, Current Current portion of financing lease obligations Total Current Liabilities Liabilities, Current Long-Term Debt Long-term Debt, Excluding Current Maturities Other Long-Term Obligations Shareholders' Equity Stockholders' Equity Attributable to Parent [Abstract] Preferred Shares (Authorized 300 shares; none outstanding) Preferred Stock, Value, Issued Common shares Common Stock, Value, Outstanding Additional paid-in-capital Additional Paid in Capital Retained earnings Retained Earnings (Accumulated Deficit) Accumulated other comprehensive income Treasury shares (3,953 and 3,841 shares in 2019 and 2018, respectively) Treasury Stock, Value Total Shareholders' Equity Stockholders' Equity Attributable to Parent Total Liabilities and Shareholders' Equity Liabilities and Equity Reclassification out of Accumulated Other Comprehensive Income [Table] Reclassification out of Accumulated Other Comprehensive Income [Table] Reclassification out of Accumulated Other Comprehensive Income [Axis] Reclassification out of Accumulated Other Comprehensive Income [Axis] Reclassification out of Accumulated Other Comprehensive Income [Domain] Reclassification out of Accumulated Other Comprehensive Income [Domain] Reclassification out of Accumulated Other Comprehensive Income Reclassification out of Accumulated Other Comprehensive Income [Member] Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] Cost of products sold Cost of Revenue Selling, general and administrative expenses Selling, General and Administrative Expense Income taxes Income Tax Expense (Benefit) Loss from Continuing Operations Schedule of Segment Reporting Information, by Segment [Table] Operating Segments Operating Segments [Member] Other Segments Depreciation and amortization Depreciation, Depletion and Amortization Net interest expense (income) Interest Income (Expense), Net Operating Income (Loss) Operating Income (Loss) Restructuring Charges, Net of Inventory Adjustments Restructuring Charges, Net of Inventory Adjustments Restructuring Charges, Net of Inventory Adjustments Asset write-downs to intangible assets Loss (gain) on Convertible Debt Derivatives Interest Revenue (Expense), Net Interest Revenue (Expense), Net Assets Long-lived assets Long-Lived Assets Expenditures for assets Payments to Acquire Property, Plant, and Equipment Schedule of Restructuring and Related Costs Schedule of Restructuring Reserve by Type of Cost [Table Text Block] Schedule of Stock by Class [Table] Schedule of Stock by Class [Table] Treasury Shares Treasury Stock [Member] Class of Stock [Line Items] Class of Stock [Line Items] Stock Issued During Period, Shares, Conversion of Convertible Securities Stock Issued During Period, Shares, Conversion of Convertible Securities Capital Stock [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Common Stock, Beginning Balance Common Stock, Shares, Issued Treasury Shares, Beginning Balance Treasury Stock, Shares Restricted stock awards Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures Common Stock, Ending Balance Treasury Shares, Ending Balance Number of stock awards canceled Stock Issued During Period, Shares, Restricted Stock Award, Forfeited Dividends declared (in dollars per share) Common Stock, Dividends, Per Share, Declared Dividends paid (in dollars per share) Common Stock, Dividends, Per Share, Cash Paid Dividends Dividends Accounts Receivable [Abstract] Accounts Receivable [Abstract] Accounts Receivable, Gross Accounts Receivable, Gross Customer Rebate Reserve Customer Rebate Reserve Customer Rebate Reserve Cash Discount Reserves Cash Discount Reserves Cash Discount Reserves Allowance for Doubtful Accounts Receivable Allowance for Doubtful Accounts Receivable Returns and Allowances Reserve Returns and Allowances Reserve Returns and Allowances Reserve Accounts Receivable, Net Accounts Receivable, Net Net Earnings (Loss) Per Common Share Earnings Per Share [Text Block] Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Table] Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Table] Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Table] License agreements Licensing Agreements [Member] Other Other Intangible Assets [Member] Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] [Line Items] for Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Table] Historical Cost Finite-Lived Intangible Assets, Gross Historical Cost Indefinite-lived Intangible Assets (Excluding Goodwill) Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Amortization of Intangible Assets Amortization of Intangible Assets Useful life of intangible assets Finite-Lived Intangible Asset, Useful Life Common Stock, Shares Authorized Common Stock, Shares Authorized Common Stock, Shares, Issued Preferred Stock, Shares Authorized Preferred Stock, Shares Authorized Preferred Stock, Shares Outstanding Preferred Stock, Shares Outstanding Treasury Stock, Shares Current: Current Income Tax Expense (Benefit), Continuing Operations [Abstract] Federal Current Federal Tax Expense (Benefit) State Current State and Local Tax Expense (Benefit) Foreign Current Foreign Tax Expense (Benefit) Current Income Tax Expense (Benefit) Current Income Tax Expense (Benefit) Deferred: Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] Federal Deferred Federal Income Tax Expense (Benefit) State Deferred State and Local Income Tax Expense (Benefit) Foreign Deferred Foreign Income Tax Expense (Benefit) Deferred Income Tax Expense (Benefit) Deferred Income Tax Expense (Benefit) Income Taxes Property, Plant and Equipment [Abstract] Property, Plant and Equipment Property, Plant and Equipment [Table Text Block] Schedule of Capital Stock Schedule of Capital Units [Table Text Block] Schedule of Segment Reporting Information, by Segment Schedule of Segment Reporting Information, by Segment [Table Text Block] Revenue from External Customers by Products and Services Revenue from External Customers by Products and Services [Table Text Block] Domestic Income (Loss) from Continuing Operations before Income Taxes, Domestic Foreign Income (Loss) from Continuing Operations before Income Taxes, Foreign Earnings (loss) before income taxes SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] Schedule II - Valuation and Qualifying Accounts SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] Statement of Cash Flows [Abstract] Cash and Cash Equivalents, Period Increase (Decrease) [Abstract] Cash and Cash Equivalents, Period Increase (Decrease) [Abstract] Operating Activities Net Cash Provided by (Used in) Operating Activities [Abstract] Adjustments to reconcile net earnings to net cash used by operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Operating Lease, Right-of-Use, Amortization Operating Lease, Right-of-Use, Amortization Operating Lease, Right-of-Use, Amortization Provision for losses on trade and installment receivables Provision for Doubtful Accounts Benefit for deferred income taxes Provision (benefit) for other deferred liabilities Other Noncash Expense Provision for equity compensation Share-based Compensation Loss (gain) on disposals of property and equipment Gain (Loss) on Disposition of Property Plant Equipment Amortization of convertible debt discount Amortization of Debt Discount (Premium) Amortization of Debt Issuance Costs Amortization of Debt Issuance Costs Changes in operating assets and liabilities: Increase (Decrease) in Operating Capital [Abstract] Trade receivables Increase (Decrease) in Accounts Receivable Installment sales contracts, net Increase (Decrease) in Finance Receivables Inventories Increase (Decrease) in Inventories Other current assets Increase (Decrease) in Other Operating Assets Accounts payable Increase (Decrease) in Accounts Payable Accrued expenses Increase (Decrease) in Accrued Liabilities Other long-term liabilities Increase (Decrease) in Other Deferred Liability Net Cash Provided by (Used in) Operating Activities Net Cash Provided by (Used in) Operating Activities Investing Activities Net Cash Provided by (Used in) Investing Activities [Abstract] Purchases of property and equipment Proceeds from sale of property and equipment Proceeds from Sale of Property, Plant, and Equipment Advance Payment from Sale of Property Advance Payment from Sale of Property Advance Payment from Sale of Property Decrease in other long-term assets Payments for (Proceeds from) Long-term Investments Other Payments for (Proceeds from) Other Investing Activities Net Cash Used by Investing Activities Net Cash Provided by (Used in) Investing Activities Financing Activities Net Cash Provided by (Used in) Financing Activities [Abstract] Proceeds from revolving lines of credit and long-term borrowings Proceeds from Issuance of Long-term Debt Repurchases of convertible debt and capital lease payments Repayments of Long-term Debt Payment of financing costs Payments of Financing Costs Payment of dividends Payments of Ordinary Dividends, Common Stock Payments to Debt Holders Payments to Debt Holders Payments to Debt Holders Payments for Repurchase of Common Stock Net Cash Provided (Used) by Financing Activities Net Cash Provided by (Used in) Financing Activities Effect of exchange rate changes on cash Effect of Exchange Rate on Cash and Cash Equivalents Increase (decrease) in cash and cash equivalents Cash and Cash Equivalents, Period Increase (Decrease) Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Contingencies Contingencies Disclosure [Text Block] Other Liabilities Disclosure Other Liabilities Disclosure [Text Block] Statement of Stockholders' Equity [Abstract] Additional Paid-in- Capital Additional Paid-in Capital [Member] Retained Earnings Retained Earnings [Member] Accumulated Other Comprehensive Earnings AOCI Attributable to Parent [Member] Treasury Stock Increase (Decrease) in Stockholders' Equity [Roll Forward] Beginning Balance Exercise of stock options Stock Issued During Period, Value, Stock Options Exercised Non-qualified stock option expense Adjustments to Additional Paid in Capital, Share-based Compensation, Stock Options, Requisite Service Period Recognition Restricted stock awards Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures Conversion from Class B to Common Stock Stock Issued During Period, Value, Conversion of Convertible Securities Foreign currency translation adjustments Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent Unrealized gain on cash flow hedges Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax Defined benefit plans: Other Comprehensive (Income) Loss, Defined Benefit Plan, before Tax, after Reclassification Adjustment, Attributable to Parent [Abstract] Amortization of prior service costs and unrecognized losses and credits Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, after Tax Comprehensive Loss Comprehensive Income (Loss), Net of Tax, Attributable to Parent Dividends Dividends, Common Stock, Cash Ending Balance Convertible Debt Derivative Adjustments Convertible Debt Derivative Adjustments Convertible Debt Derivative Adjustments Exchange of Convertible Notes Exchange of Convertible Notes Exchange of Convertible Notes Adjustments to Additional Paid in Capital, Warrant Issued Adjustments to Additional Paid in Capital, Warrant Issued Payments of Ordinary Dividends, Common Stock Revenue from External Customers by Products and Services [Table] Revenue from External Customers by Products and Services [Table] Lifestyle Products Lifestyle Products [Member] Lifestyle Products [Member] Mobility and Seating Mobility and Seating [Member] Mobility and Seating [Member] Respiratory Therapy Respiratory Therapy [Member] Respiratory Therapy [Member] Other Products and Services Other Products and Services [Member] Other Products and Services [Member] Revenue from External Customer [Line Items] Revenue from External Customer [Line Items] Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table] Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table] Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Axis] Exercise Price Range [Axis] Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Domain] Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Domain] $ 12.15 – $20.00 Range of Exercise Price One [Member] Range of Exercise Price One [Member] $ 20.01 – $25.00 Range of Exercise Price Two [Member] Range of Exercise Price Two [Member] $ 25.01 – $30.00 Range of Exercise Price Three [Member] Range of Exercise Price Three [Member] $ 30.01 – $33.36 Range of Exercise Price Four [Member] Range of Exercise Price Four [Member] Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] Options Outstanding - Number Outstanding at end of period (in shares) Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options Options Outstanding - Weighted Average Remaining Contractual Life Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term Options Outstanding - Weighted Average Exercise Price (in dollars per share) Options Exercisable - Number Exercisable at end of period (in shares) Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options Options Exercisable - Weighted Average Exercise Price (in dollars per share) Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price Property And Equipment Property, Plant and Equipment Disclosure [Text Block] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table] SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis] SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis] SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain] SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain] Allowance for doubtful accounts [Member] SEC Schedule, 12-09, Allowance, Credit Loss [Member] Inventory obsolescense reserve [Member] SEC Schedule, 12-09, Reserve, Inventory [Member] Tax valuation allowances [Member] SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member] Accrued warranty cost [Member] SEC Schedule, 12-09, Reserve, Warranty [Member] Accrued product liability [Member] Product Liability Reserves [Member] Product Liability Reserves [Member] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] Balance At Beginning of Period SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount Charged To Cost And Expenses SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense Additions (Deductions) Describe Valuation Allowances and Reserves, Additions (Deductions) Valuation Allowances and Reserves, Additions (Deductions) Balance At End of Period Other Long-Term Assets Other Assets Disclosure [Text Block] Income Tax Examination [Table] Income Tax Examination [Table] Income Tax Authority [Axis] Income Tax Authority [Axis] Income Tax Authority [Domain] Income Tax Authority [Domain] Foreign Tax Authority [Member] Foreign Tax Authority [Member] Income Tax Examination [Line Items] Income Tax Examination [Line Items] Net Book Value of Assets Sold Net Book Value of Assets Sold Net Book Value of Assets Sold Sale Leaseback Transaction, Current Period Gain Recognized Sale Leaseback Transaction, Current Period Gain Recognized Schedule of Long-term Debt Instruments Schedule of Long-term Debt Instruments [Table Text Block] Liability Components of Convertible 2021 Note Liability Components of Convertible 2021 Note [Table Text Block] [Table Text Block] for Liability Components of Convertible 2021 Note Liability Components of Convertible 2022 Note Liability Components of Convertible 2022 Note [Table Text Block] Liability Components of Convertible 2022 Note [Table Text Block] [Table Text Block] Liability Components of Convertible 2024 Note Liability Components of Convertible 2024 Note [Table Text Block] Liability Components of Convertible 2024 Note Expected dividend yield Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate Expected stock price volatility Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Risk free interest rate Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate Expected life in years Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Forfeiture percentage Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Forfeiture Percentage Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Forfeiture Percentage Schedule of Operating Leased Assets [Table] Schedule of Operating Leased Assets [Table] Operating Leased Assets [Line Items] Operating Leased Assets [Line Items] Lease term Lessee, Operating Lease, Term of Contract Nature of Operations Nature of Operations [Text Block] Principles of Consolidation Consolidation, Policy [Policy Text Block] Use of Estimates Use of Estimates, Policy [Policy Text Block] Cash and Cash Equivalents, Policy Cash and Cash Equivalents, Policy [Policy Text Block] Accounts Receivables Trade and Other Accounts Receivable, Policy [Policy Text Block] Inventories Inventory, Policy [Policy Text Block] Property and Equipment Property, Plant and Equipment, Policy [Policy Text Block] Goodwill and Other Intangibles Goodwill and Intangible Assets, Policy [Policy Text Block] Accrued Warranty Cost Standard Product Warranty, Policy [Policy Text Block] Product Liability Cost Liability Reserve Estimate, Policy [Policy Text Block] Revenue Recognition Revenue Recognition, Policy [Policy Text Block] Research and Development Research and Development Expense, Policy [Policy Text Block] Advertising Advertising Costs, Policy [Policy Text Block] Income Taxes Income Tax, Policy [Policy Text Block] Value Added Taxes, Policy Value Added Taxes, Policy [Policy Text Block] Value Added Taxes, Policy [Policy Text Block] Derivative Instruments Derivatives, Policy [Policy Text Block] Foreign Currency Translation Foreign Currency Transactions and Translations Policy [Policy Text Block] Net Earnings Per Share Earnings Per Share, Policy [Policy Text Block] Defined Benefit Plans Pension and Other Postretirement Plans, Policy [Policy Text Block] Reclassifications Reclassifications [Text Block] Recent Accounting Pronouncements New Accounting Pronouncements, Policy [Policy Text Block] New Accounting Pronouncements Not yet Adopted Description of New Accounting Pronouncements Not yet Adopted [Text Block] Goodwill Goodwill Disclosure [Text Block] US Tax Act of 2017 [Abstract] US Tax Act of 2017 [Abstract] New Corporate Tax Rate New Corporate Tax Rate New Corporate Tax Rate Decrease in Deferred Tax Assets Decrease in Deferred Tax Assets Decrease in Deferred Tax Assets Decrease in Deferred Tax Liabilities Decrease in Deferred Tax Liabilities Decrease in Deferred Tax Liabilities Decrease in Valuation Allowance Decrease in Valuation Allowance Decrease in Valuation Allowance Discontinued Operations and Disposal Groups [Abstract] Total expenses related to discontinued operations Discontinued Operations, Divestiture Costs Incurred Discontinued Operations, Divestiture Costs Incurred Payments for expenses related to discontinued operations Discontinued Operation, Payments for Divestiture Costs Discontinued Operation, Payments for Divestiture Costs Initial conversion price Debt Instrument, Convertible, Conversion Price Interest Paid, Including Capitalized Interest, Operating and Investing Activities Interest Paid, Including Capitalized Interest, Operating and Investing Activities Convertible Debt Conversion Feature, Fair Value at Issuance Convertible Debt Conversion Feature, Fair Value at Issuance Convertible Debt Conversion Feature, Fair Value at Issuance Effective Interest Rate Debt Instrument, Interest Rate, Effective Percentage Unamortized discount Convertible due 2021 - Bond Hedge, Fair Value at Issuance Convertible due 2021 - Bond Hedge, Fair Value at Issuance Convertible due 2021 - Bond Hedge, Fair Value at Issuance Debt Instrument, Non-Cash Interest Expense Recognized in the Period Debt Instrument, Non-Cash Interest Expense Recognized in the Period Debt Instrument, Non-Cash Interest Expense Recognized in the Period Debt Instrument, Increase, Accrued Interest Debt Instrument, Increase, Accrued Interest Accounting Policies Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] Intangibles Intangible Assets Disclosure [Text Block] Tax Credit Carryforward [Table] Tax Credit Carryforward [Table] Valuation Allowance by Deferred Tax Asset [Axis] Valuation Allowance by Deferred Tax Asset [Axis] Deferred Tax Asset [Domain] Deferred Tax Asset [Domain] Tax Period [Axis] Tax Period [Axis] Tax Period [Domain] Tax Period [Domain] Tax Year 2034 [Member] Tax Year 2026 [Member] Tax Year 2026 [Member] Tax Year 2014 to 2017 Tax Year 2020 to 2023 [Member] Tax Year 2020 to 2023 [Member] Tax year 2018 to 2027 Tax year 2024 to 2033 [Member] Tax year 2024 to 2033 [Member] Tax Year 2014 to 2018 Tax Year 2020 to 2022 [Member] Tax Year 2017 to 2019 [Member] Tax Year 2019 to 2022 Tax Year 2023 to 2027 [Member] Tax Year 2023 to 2027 [Member] Tax Year 2028 and Thereafter Tax Year 2033 and Thereafter [Member] Tax Year 2033 and Thereafter [Member] Unlimited Carryover [Member] Unlimited Carryover [Member] Unlimited Carryover Tax Year 2034 to 2036 [Member] Tax Year 2034 to 2037 [Member] Tax Year 2034 to 2037 [Member] Tax Year 2031 Tax Year 2031 to 2037 [Member] Tax Year 2031 to 2037 [Member] Domestic tax authority Domestic Tax Authority [Member] State and Local Jurisdiction [Member] State and Local Jurisdiction [Member] Tax Credit Carryforward [Line Items] Tax Credit Carryforward [Line Items] Deferred Tax Asset, Intra-entity Transfer, Asset Other than Inventory Deferred Tax Asset, Intra-entity Transfer, Asset Other than Inventory Income taxes (benefit) Deferred tax assets, gross Deferred Tax Assets, Gross Deferred tax liabilities Deferred Tax Liabilities, Gross Deferred tax assets, valuation allowance Deferred Tax Assets, Valuation Allowance Income Taxes Paid, Net Income Taxes Paid, Net Deferred Tax Assets, Operating Loss Carryforwards, Foreign Deferred Tax Assets, Operating Loss Carryforwards, Foreign Domestic state and local tax loss carryforwards Deferred Tax Assets, Operating Loss Carryforwards, State and Local Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration Deferred Tax Assets, Other Tax Carryforwards Deferred Tax Assets, Other Tax Carryforwards Federal tax credit carryforwards Deferred Tax Assets, Operating Loss Carryforwards, Domestic Deferred Tax Assets, Tax Credit Carryforwards, Other Deferred Tax Assets, Tax Credit Carryforwards, Other Tax credit carryforwards Tax Credit Carryforward, Amount Unrecognized tax benefits, excluding interest and penalties Unrecognized Tax Benefits, Excluding Interest and Penalties Unrecognized Tax Benefits, Excluding Interest and Penalties Unrecognized tax benefits that would impact effective tax rate Unrecognized Tax Benefits that Would Impact Effective Tax Rate Income tax penalties and interest expense Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense Income tax penalties and interest accrued Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued Deferred Federal Tax Benefit, Revaluation Deferred Federal Tax Benefit, Revaluation Deferred Federal Tax Benefit, Revaluation Schedule of Cash Flows Supplemental Information [Abstract] Schedule of Cash Flows Supplemental Information [Abstract] Operating Leases, Cash Paid in Measurement of Amounts for Lease Liabilities Operating Leases, Cash Paid in Measurement of Amounts for Lease Liabilities Operating Leases, Cash Paid in Measurement of Amounts for Lease Liabilities Financing Leases, Cash Paid in Measurement of Amounts for Lease Liabilities Financing Leases, Cash Paid in Measurement of Amounts for Lease Liabilities Financing Leases, Cash Paid in Measurement of Amounts for Lease Liabilities Total Cash Paid in Measurement of Amounts for Lease Liabilities Total Cash Paid in Measurement of Amounts for Lease Liabilities Total Cash Paid in Measurement of Amounts for Lease Liabilities Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Right-of-Use Asset Obtained in Exchange for Finance Lease Liability Right-of-Use Asset Obtained in Exchange for Finance Lease Liability Right-of-Use Asset Obtained in Exchange for Total Lease Liability Right-of-Use Asset Obtained in Exchange for Total Lease Liability Right-of-Use Asset Obtained in Exchange for Total Lease Liability Schedule of Financing Receivables Past Due [Table] Schedule of Financing Receivables Past Due [Table] Financing Receivable, Recorded Investment, Past Due [Line Items] Financing Receivable, Recorded Investment, Past Due [Line Items] Current Financing Receivable, Recorded Investment, Current Installment Receivable, 1 to 29 Days Past Due Installment Receivable, 1 to 29 Days Past Due Installment Receivable, 1 to 29 Days Past Due Installment Receivable, 30 to 59 Days Past Due Installment Receivable, 30 to 59 Days Past Due Installment Receivable, 30 to 59 Days Past Due Installment Sales, 60 to 89 Days Past Due Installment Sales, 60 to 89 Days Past Due Installment Sales, 60 to 89 Days Past Due Installment Receivable, Greater than 90 Days Past Due Installment Receivable, Greater than 90 Days Past Due Installment Receivable, Greater than 90 Days Past Due Total Financing Receivable, Recorded Investment, Past Due Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table] Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table] Accrued Expenses Accrued Liabilities [Member] Derivatives, Fair Value [Line Items] Derivatives, Fair Value [Line Items] Assets Derivative Asset, Fair Value, Gross Asset Liabilities Derivative Liability, Fair Value, Gross Liability Number of missed payments before delinquent Notes, Loans, and Financing Receivables, Number of Missed Payments before Delinquent Notes, Loans, and Financing Receivables, Number of Missed Payments before Delinquent Typical financing period Notes, Loans and Financing Receivables, Average Financing Period Notes, Loans and Financing Receivables, Average Financing Period Credit amount requiring additional analysis Financing Receivable Credit Limit Financing Receivable Credit Limit Average period of adjudication Notes, Loans, Financing Receivable, Average Period of Adjudication Notes, Loans, Financing Receivable, Average Period of Adjudication Installment receivable purchased from DLL Notes, Loans and Financing Receivables, Purchase of Finance Receivables Notes, Loans and Financing Receivables, Purchase of Finance Receivables Subsequent Events Subsequent Events [Text Block] Income Statement [Abstract] Cost of products sold Gross Profit Selling, general and administrative expenses Charges related to restructuring activities Operating Income (Loss) Gain (Loss) on Extinguishment of Debt Interest expense Interest Expense Interest income Interest Income, Operating Loss Before Income Taxes Income tax provision Net Earnings (loss) per Share - Basic (in dollars per share) Weighted Average Shares Outstanding - Basic (in shares) Net Earnings (Loss) per Share—Assuming Dilution: Weighted Average Shares Outstanding - Assuming Dilution (in shares) Other comprehensive income (loss): Other Comprehensive Income (Loss), Net of Tax [Abstract] Foreign currency translation adjustments Defined benefit plans: Amortization of prior service costs and unrecognized losses Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, before Tax Deferred tax adjustment resulting from defined benefit plan activity Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, Tax Valuation reserve associated with defined benefit plan activity Other Comprehensive Income (Loss), Deferred Tax Valuation Reserve Other Comprehensive Income (Loss), Deferred Tax Valuation Reserve Current period gain (loss) on cash flow hedges Deferred tax benefit (loss) related to gain (loss) on cash flow hedges Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax Discontinued Operations Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] Salaries and wages Accrued Salaries, Current Taxes other than income taxes, primarily Value Added Taxes Accrual for Taxes Other than Income Taxes, Current Warranty Rebates Accrued Rebates, Current Accrued Rebates, Current Severance Other Employee-related Liabilities, Current Professional Accrued Professional Fees, Current IT service contracts IT Service Contract IT Service Contract Freight Accrued Freight Expense, Current Freight Accrual, Current [Line Items] Interest Interest Payable, Current Advance payment on sale of land & buildings Advance Payment on Sale of Land Advance Payment on Sale of Land Deferred revenue Deferred Revenue, Current Product liability, current portion Product Liability, Current Product Liability, Current IT licenses IT Licenses IT Licenses Derivatives (foreign currency forward exchange contracts) Derivative Liability, Current Insurance Accrued Insurance, Current Rent Accrued Rent, Current Supplemental Executive Retirement Program liability Plan (SERP) Deferred Compensation Cash-based Arrangements, Liability, Current Other items, principally trade accruals Other Accrued Liabilities, Current Accrued expenses AUD / USD Foreign Exchange Forward AUD / USD [Member] Foreign Exchange Forward AUD / USD [Member] CAD / USD Foreign Exchange Forward CAD / USD [Member] Foreign Exchange Forward CAD / USD [Member] EUR / USD Foreign Exchange Forward EUR / USD [Member] Foreign Exchange Forward EUR / USD [Member] GBP / USD Foreign Exchange Forward GBP / USD [Member] Foreign Exchange Forward GBP / USD [Member] NZD / USD Foreign Exchange Forward NZD / USD [Member] Foreign Exchange Forward NZD / USD [Member] NOK / EUR Foreign Exchange Forward NOK / EUR [Member] Foreign Exchange Forward NOK / EUR NZD / AUD Foreign Exchange Forward NZD / AUD [Member] Foreign Exchange Forward NZD / AUD [Member] Current deferred income tax assets (liabilities), net: Deferred Tax Assets and Liabilities, Net of Valuation Allowance, Current Classification [Abstract] Deferred Tax Assets and Liabilities, Net of Valuation Allowance, Current Classification [Abstract] Long-term deferred income tax assets (liabilities), net: Deferred Tax Assets and Liabilities, Net of Valuation Allowance, Noncurrent Classification [Abstract] Deferred Tax Assets and Liabilities, Net of Valuation Allowance, Noncurrent Classification [Abstract] Bad debt Deferred TaxAssets Tax Deferred Expense Reserves And Accruals Allowance For Doubtful Accounts, Noncurrent Deferred TaxAssets Tax Deferred Expense Reserves And Accruals Allowance For Doubtful Accounts Noncurrent Warranty Deferred Tax Assets Tax Deferred Expense Reserves And Accruals Warranty Reserves, Noncurrent Deferred Tax Assets Tax Deferred Expense Reserves And Accruals Warranty Reserves Noncurrent Other accrued expenses and reserves Deferred Tax Assets Tax Deferred Expense Reserves And Accruals Accrued Liabilities, Noncurrent Deferred Tax Assets Tax Deferred Expense Reserves And Accruals Accrued Liabilities Noncurrent Inventory Deferred Tax Assets, Inventory, Noncurrent Deferred Tax Assets, Inventory Noncurrent Goodwill and intangibles Deferred Tax Liabilities, Goodwill and Intangible Assets Convertible debt Deferred Tax Liabilities, Financing Arrangements Fixed assets Deferred Tax Liabilities, Property, Plant and Equipment Compensation and benefits Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Noncurrent Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Noncurrent Loss and credit carryforwards Deferred Tax Assets, Operating Loss and Tax Credit Carryforwards Deferred Tax Assets, Operating Loss and Tax Credit Carryforwards Product liability Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Returns and Allowances, Noncurrent Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Returns and Allowances, Noncurrent State and local taxes Deferred Tax Assets, State and Local Taxes, Noncurrent Deferred Tax Assets, State and Local Taxes, Noncurrent Valuation allowance Deferred Tax Assets, Valuation Allowance, Noncurrent Deferred Tax Liabilities, Leasing Arrangements Deferred Tax Liabilities, Leasing Arrangements Other, net Deferred Tax Liability, Other, Noncurrent Deferred Tax Liability, Other, Noncurrent Net Deferred Income Taxes Deferred Tax Liabilities, Net Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Antidilutive Securities [Axis] Antidilutive Securities [Axis] Antidilutive Securities, Name [Domain] Antidilutive Securities, Name [Domain] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive securities excluded from computation of earnings per share, amount Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Average exercise price Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price Fair value stock price Average Fair Value Stock Price Average Fair Value Stock Price Receivables Loans, Notes, Trade and Other Receivables Disclosure [Text Block] Long-term Debt, Unclassified [Abstract] Variable Rate [Axis] Variable Rate [Axis] Variable Rate [Domain] Variable Rate [Domain] Debt Instrument, Redemption, Period [Axis] Debt Instrument, Redemption, Period [Axis] Debt Instrument, Redemption, Period [Domain] Debt Instrument, Redemption, Period [Domain] Schedule of Other Current Assets Schedule of Other Current Assets [Table Text Block] Retirement and Benefit Plans Pension and Other Postretirement Benefits Disclosure [Text Block] Lease Assets [Abstract] Lease Assets [Abstract] Lease Assets [Text Block] Lease Assets [Text Block] Lease Assets Schedule of Accounts Receivable Schedule of Accounts Receivable [Table Text Block] [Table Text Block] for Schedule of Accounts Receivable [Table] Schedule of Installment Receivables Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] Schedule of Installment Receivables Allowance for Doubtful Accounts Allowance for Credit Losses on Financing Receivables [Table Text Block] Schedule of Installment Receivables by Class Impaired Financing Receivables [Table Text Block] Schedule of Financing Receivables Financing Receivables [Table Text Block] Financing Receivables [Table Text Block] Schedule of Aging of Installment Receivables Past Due Financing Receivables [Table Text Block] Operations Held For Sale, Costs Incurred Operations Held For Sale, Costs Incurred Operations Held For Sale, Costs Incurred Operations Held for Sale, Payment of Sale Costs Operations Held for Sale, Payment of Sale Costs Operations Held for Sale, Payment of Sale Costs Equity Compensation Disclosure of Compensation Related Costs, Share-based Payments [Text Block] Future amortization expense, 2020 Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months Future amortization expense, 2021 Finite-Lived Intangible Assets, Amortization Expense, Year Two Future amortization expense, 2022 Finite-Lived Intangible Assets, Amortization Expense, Year Three Future amortization expense, 2023 Finite-Lived Intangible Assets, Amortization Expense, Year Four Future amortization expense, 2024 Finite-Lived Intangible Assets, Amortization Expense, Year Five Land, buildings and improvements Land, Buildings and Improvements [Member] Leasehold improvements Leasehold Improvements [Member] Capitalized Software [Member] Capitalized Software [Member] Capitalized Software [Member] Property and equipment, gross Property, Plant and Equipment, Gross Less allowance for depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Property and equipment, net Adjusted LIBOR London Interbank Offered Rate (LIBOR) [Member] Base Rate Base Rate [Member] Letters of Credit Letter of Credit [Member] Swing Line Loans [Domain] Swing Line Loans [Domain] Swing Line Loans [Domain] Amount Available to Invacare Limited and Invacare Poirier SAS [Domain] Amount Available to Invacare Limited and Invacare Poirier SAS [Domain] Invacare Limited and Invacare Poirier SAS Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain] Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain] Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain] Revolving Credit and Security Agreement (New Credit Agreement) [Member] Revolving Credit and Security Agreement (New Credit Agreement) [Member] Revolving Credit and Security Agreement (New Credit Agreement) [Member] Convertible Senior Subordinated Debentures at 5.00% February 2021 [Domain] Convertible Senior Subordinated Debentures at 5.00% February 2021 [Domain] Convertible Senior Subordinated Debentures at 5.00% February 2021 Credit Agreement Credit Agreement [Member] Credit Agreement [Member] Debt Instrument, Unamortized Discount Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Additional Long-Lived Asset Amount Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Additional Long-Lived Asset Amount Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Additional Long-Lived Asset Amount Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Foreign, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Foreign, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Foreign, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Foreign, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Foreign, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Foreign, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Foreign, Liquidation Value, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Foreign, Liquidation Value, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Foreign, Liquidation Value, Percent Letters of credit outstanding Line of Credit Facility, Fair Value of Amount Outstanding Borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Amortization of Debt Issuance Costs Unamortized Financing Costs Unamortized Financing Costs Line of Credit Facility, Additional Borrowing Capacity Line of Credit Facility, Additional Borrowing Capacity Line of Credit Facility, Additional Borrowing Capacity Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Domestic, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Domestic, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Domestic, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Domestic, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Domestic, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Domestic, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Liquidation Value, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Liquidation Value, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Liquidation Value, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Liquidation Value, Amount Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Liquidation Value, Amount Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Liquidation Value, Amount Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Property, Plant and Equipment, Liquidation Value, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Property, Plant and Equipment, Liquidation Value, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Property, Plant and Equipment, Liquidation Value, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Europe, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Europe, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Europe, Percent Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Availability Reserve, Minimum Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Availability Reserve, Minimum Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Availability Reserve, Minimum Line of Credit Facility, Covenant Feature, Dominion Trigger Line of Credit Facility, Covenant Feature, Dominion Trigger Line of Credit Facility, Covenant Feature, Dominion Trigger Line of Credit Facility, Covenant Feature, Dominion Trigger for Five Consecutive Days LIne of Credit Facility, Covenant Feature Dominion Trigger for Five Consecutive Days LIne of Credit Facility, Covenant Feature Dominion Trigger for Five Consecutive Days Line of Credit Facility, Covenant Feature, Dominion Trigger Maximum Percentage Line of Credit Facility, Covenant Feature, Dominion Trigger Maximum Percentage Line of Credit Facility, Covenant Feature, Dominion Trigger Maximum Percentage Line of Credit, Covenant Compliance, Consecutive Business Days for Undrawn Balance Line of Credit, Covenant Compliance, Consecutive Business Days for Undrawn Balance Line of Credit, Covenant Compliance, Consecutive Business Days for Undrawn Balance Line of Credit, Covenant Compliance, Interruption of Manufacturing Facilities Period Line of Credit, Covenant Compliance, Interruption of Manufacturing Facilities Period Line of Credit, Covenant Compliance, Interruption of Manufacturing Facilities Period Line of Credit Facility, Current Borrowing Capacity Line of Credit Facility, Current Borrowing Capacity Write off of deferred debt issuance cost Basis spread on variable rate Debt Instrument, Basis Spread on Variable Rate Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Line of Credit, Covenant Compliance, Required Undrawn Balance, Minimum, Percent Line of Credit, Covenant Compliance, Required Undrawn Balance, Minimum, Percent Line of Credit, Covenant Compliance, Required Undrawn Balance, Minimum, Percent Line of Credit, Covenant Compliance, Consecutive Business Days for Undrawn_Balance Line of Credit, Covenant Compliance, Consecutive Business Days for Undrawn_Balance Line of Credit, Covenant Compliance, Consecutive Business Days for Undrawn_Balance Line of Credit, Covenant Compliance, Required Undrawn Balance, Amount Line of Credit, Covenant Compliance, Required Undrawn Balance, Amount Line of Credit, Covenant Compliance, Required Undrawn Balance, Amount Remaining borrowing capacity Line of Credit Facility, Covenant Feature, Increase Limit Line of Credit Facility, Covenant Feature, Increase Limit Weighted average interest rate Long-term Debt, Weighted Average Interest Rate, at Point in Time Debt Instrument, Loss on Exchange Debt Instrument, Loss on Exchange Debt Instrument, Loss on Exchange Long-term Debt, Fiscal Year Maturity [Abstract] Long-term Debt, Fiscal Year Maturity [Abstract] Year One Long-term Debt and Capital Lease Obligations, Repayments of Principal in Next Twelve Months Year Two Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two Year Three Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three Year Four Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four Year Five Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five Convertible Senior Notes, Percentage of Principal Required for Repurchase Convertible Senior Notes, Percentage of Principal Required for Repurchase Convertible Senior Notes, Percentage of Principal Required for Repurchase Convertible Preferred Stock, Shares Issued upon Conversion Convertible Preferred Stock, Shares Issued upon Conversion Convertible Debt, Conversion Rate of Commmon Shares, Principal Convertible Debt, Conversion Rate of Commmon Shares, Principal Convertible Debt, Conversion Rate of Commmon Shares, Principal Debt Instrument, Net Proceeds Debt Instrument, Net Proceeds Debt Instrument, Net Proceeds Debt Instrument, Fee Amount Debt Instrument, Fee Amount Derivative, Amount of Hedged Item Derivative, Amount of Hedged Item Last Reported Sales Price Period, Common Stock Last Reported Sales Price Period, Common Stock Last Reported Sales Price Period, Common Stock Debt Instrument, Convertible, Threshold Consecutive Trading Days Debt Instrument, Convertible, Threshold Consecutive Trading Days Percent of the Applicable Conversion Price Percent of the Applicable Conversion Price Percent of the Applicable Conversion Price Debt Instrument, Convertible, Threshold Trading Days Debt Instrument, Convertible, Threshold Trading Days Percent of the Product of the Last Reported Sale Price, Common Shares Percent of the Product of the Last Reported Sale Price, Common Shares Percent of the Product of the Last Reported Sale Price, Common Shares Debt Instrument Repurchase Amount, Cash Paid Debt Instrument Repurchase Amount, Cash Paid Debt Instrument Repurchase Amount, Cash Paid Debt Instrument, Repurchase Amount Debt Instrument, Repurchase Amount Debt Instrurment Repurchase Amount, Net Reduction of debt Debt Instrurment Repurchase Amount, Net Reduction of debt Debt Instrurment Repurchase Amount, Net Reduction of debt Gain (Loss) on Extinguishment of Debt Gain (Loss) on Repurchase of Debt Instrument Debt Instrument Exchange Amount Debt Instrument Exchange Amount Debt Instrument Exchange Amount Debt Instrument, Hedge Options Debt Instrument, Hedge Options Debt Instrument, Hedge Options Debt Instrument, Warrants Issued and Outstanding Debt Instrument, Warrants Issued and Outstanding Debt Instrument, Warrants Issued and Outstanding EX-101.PRE 16 ivc-20191231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 17 chart-6f68a0aba906500fa5d.jpg begin 644 chart-6f68a0aba906500fa5d.jpg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end GRAPHIC 18 chart-359dd6fa7e0a531ebce.jpg begin 644 chart-359dd6fa7e0a531ebce.jpg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�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Ñ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�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end GRAPHIC 19 chart-541f46fe55765823bcd.jpg begin 644 chart-541f46fe55765823bcd.jpg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end GRAPHIC 20 chart-663d98d6db2f571989a.jpg begin 644 chart-663d98d6db2f571989a.jpg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end GRAPHIC 21 chart-754db66559df5fcbb9f.jpg begin 644 chart-754db66559df5fcbb9f.jpg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chart-15947a005b405d35be3.jpg begin 644 chart-15947a005b405d35be3.jpg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end GRAPHIC 23 chart-73028aae17a9568ea65.jpg begin 644 chart-73028aae17a9568ea65.jpg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chart-2858498938605350ada.jpg begin 644 chart-2858498938605350ada.jpg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end GRAPHIC 25 chart-a12df27a50bd5e75bc5.jpg begin 644 chart-a12df27a50bd5e75bc5.jpg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chart-a75f16d96e1f5c18b2e.jpg begin 644 chart-a75f16d96e1f5c18b2e.jpg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end GRAPHIC 27 chart-d21adfc7f2625f2ab26.jpg begin 644 chart-d21adfc7f2625f2ab26.jpg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chart-d42a0bb51d285d6aa21.jpg begin 644 chart-d42a0bb51d285d6aa21.jpg M_]C_X 02D9)1@ ! 0 0 ! #_VP!# $! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0'_ MVP!# 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0'_P 1" $* 0H# 2( A$! Q$!_\0 M'P 04! 0$! 0$ $" P0%!@<("0H+_\0 M1 @$# P($ P4% M! 0 %] 0(# 01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T? D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ P$! 0$! M 0$! 0 $" P0%!@<("0H+_\0 M1$ @$"! 0#! <%! 0 0)W $" M Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! (1 Q$ /P#^_BBBB@ H MHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BB MB@ HHHH **** "BBB@ HHHH **** "OS]_;H_;_\%_L97W[/GPVM/"-_\6OV MD/VN/BMI_P &_P!FWX*:7K=IX7_X3#Q))/IO_"2^*O%_C"]L=6A\$?"_X>Z= MJMAJ?CGQ;#H7B74[&&^T^UTCPUK%W=,EO^@5?@?_ ,%8OV+?C+XW_;'_ ."8 MG_!1;X+^$=:^+:_L(_%WQ.OQD^#/A8V$_CWQ#\&?BF-$L/$GCCX9:1J5Q8VW MBGQ;\.8K#4-6N/ MO>PZ]XPL+BW@\,>?K.FQ:??@'Z:W'Q4_::\'?$KX%^#? M%_P2\&^,/!/Q:\3^(O#?C/XJ?#'QUKGV+X)SZ9X!\8>-M#O/%7@SQ5X4M]6\ M0^'O%6I>&+/P)IGB?1M8M([+Q-K^FOK>AZ79W5HTWM&C_'+X+^(-0T32-"^+ MGPPUG5O$NO>(?"WAS3-)^('A'4]0U_Q-X2TV+6/%7AW1+*QUF>YU;7?#6DSP MZIK^D6$5QJ.C:=+%?:E;6MK(DK?E7X[^+?[>_CW_ (*E_LC^%OV?O^%MV?\ MP3LU+X8?$'7OVKM9U[X':#X+TS0?'WA_2?&:_#_PY9^*?C#\/="^)5I/XCU^ MQ\'6WB'0_"3:MTPW=IH4X /Z5_#GQ7^%_C"?Q);>$_B M-X$\3W'@[S1XM@\/>,/#NM3>%S!/?VLX\11Z9J5T^B&&YTK4[>4ZF+58[C3K M^!RLUE=)%0M_C9\&[SPO=^.+3XL?#2Z\%V%SIMG?>+[;QYX4N/#%G=ZR]K'I M%M=:_#JSZ5;W&J27UG'IT$MVDU_)=VR6B3-<0A_Y'_@C^PO\=/&.A?L4^ O% M'[/O[07PP^&'P%_X(>_M,?L=?MX:?X8\'0>"/B!XZ\9?%32+?PJOP/\ A7>Z MF(],^*GQ"?Q?9>)OC/X5UC2)?$'P^$EQI>NW/B0:CXZAL=3Z;PU^P)^V?XT_ M90^+W[,WQO\ B=\7K+Q;^SO^V+^S_P")/V!_^"COPV_9_P!:\/?%KQ OP0^" M/B;6/AIXZ_:5^#2VL/CCQMX(^"LFH0_ '4/%,^C:KXAN/$-UI\ECJWC;POX MTS5)@#^NFSUZP\0^'TUWP?JFB:_::C9RS:'JECJ4&HZ%?RDR06\JZEI,EW%< M67VI#'/+9/,P"2K&#*FVOYP_"_\ P<%ZOIOP"UO]JKXR?LJZ;X:^!?@W_@HC MKG_!._Q]<_#KXS:AXY^(/AOQ1HQMXH_B]I?A+7/A1X,L?%_@R]O+J*UN/"FF M^(+'QII\;)=6EMK9DDMK?]6O^"9\WQ^M/V!_@%?_ +5OPK\.?!WX^KX8\2ZM M\4_ /@3PHGAS2H-7E\?>+=2C\2VG@71(IAX'W^&G[16I_MC?LM>-M/\ '_AW_@I]^TA^ MTW\"=!_:&\$>.[/0-,TGQ;!X3/PV^,O@GP+XOD;X=P^+D3^W[?3?%4.A-XZT M*2"1))["--/D8 _HCG^.7P7M-3N]%N_BY\,+36;#QGHOPZOM)N?B#X0AU*S\ M?^)'O(_#O@>ZL)-96[M_%^OOI]\FB^&)X8]=U5K.Z6QT^=K:=8]&V^+7PNO? M$>O^#K'XC^ [SQ=X5M;V^\3^%;7QAXRNM3T.:\-?!W[(W[$W[:?A*Y_P""3OPK\9_#/XA:=\>/ MV4/^"@/_ 4 ^.G[9_Q\U;PY?IX2\2?"7XF^(OB)=ZAX@M_BE=P"+XK6_P"U M)H7BWPCH^D:'X=N/$&MZN^G78\;:/H"^")WL #]!="_X+1?&;XWZ;\B?\(A\:O"GB#XH>+OA7+HFI:M//:?".:&^NKN]\6VFG:3^LOA']MK]F MOQS^U#\0_P!CKPQ\4O".K_'[X5>$_"7BKQYX+LO$GA^:\T63QF_BN72_"T5O M_:BZEJGC'3]'\&ZKXG\3^']-TZYO/"?AF\\.ZOXC&FP^(])2?^1[QM^QC^TK M??\ !&#_ (*8?!K0_P!DOXU_\+?^+?\ P5^\2?&;X;_#>U^"'B"R\8>,_@E> M_M$_";Q_X<\8:'HG]B6[-X2M_!N@>+)K7SVM8=&$%QI,EM8SZE96M]^S7[(7 MP3\>?#?_ (+D?\%2_C#XM^!/CO3?AM^U#\,?V*/&'P#^,1^%MZG@.]'PZ^#^ MN>$_BO87?CJ73;>V\%>.$\0ZC!8ZOX,U6;3O%^O^./ MB7\.OAEI\6K?$CQ]X+^'^E3N8X-3\;>*M!\)Z?-*)K:W\J*]U_4-/MI)#<7M MG $24D375M&V'GA#Y7B[XT_!_P 7C:?XZ^*OPV\&7R>&[[QC)9^+/'?A3PY M=1^$M+BGGU/Q0]MK6KV,Z^'=.@MKB:^UPQ_V7:10327%W&D4A7^?K_@LC\(_ MC-\7?C;\5O!WP:_98^-/B?7/B!_P2(_;1^%:_M&^%-%\1?$CP1XJU7Q9)<:I MX8_9!TKP7+KEK\,_ASX^\<^*-!TGQGJ7QB\8:-J?B>[T2VT/P-\-+?\ X2J[ ML_$/A;Y0T/\ 9E^.WB[XO_\ ! GQ;\1/V8OC-K^F?L]?\$K/CU\-_P!H+4/& MWP2\1ZS_ ,*Y^+&K_LN:;X$\+^$/'<&JZ-J,L7BS4?%_A[7-*TG2+N&[OGN+ M_3KIX(!KUI-. ?U>:A\5?AQ9^$O#OC4_$3X?P>%_&TFCV?@?Q5?^,O#]MX4\ M67_B:!Y_#%OX?U\ZB-.UU]>C7SM(AT6YO;C58 TFFQW(&:^./^":?[=%W_P4 M"^ /BGXTW_PUL_A9=^%?CQ\;/@A<>'M.\92^.K*_E^#GB]_"WC$RU_.)^Q)^S9^V!\ ? ?_!NA\2_BW^SC^T#J MOPX_9%TO]NGX9_M%?"FQ^&WBWQ#\1/@M\3/C<_CG0/@U\3M=^$UC9W.N:KX: M;1]1&CP^-M-L=0T[P'H6LSW=S=:5::E<*_Z]?\$ /@W\5/@7^Q?\2/ ?Q=^# M?C_X&>))_P!L3]J3QMH_@CXA>%?^$3U!/!?C?XB'7_!VH:;9P376G3:1!O"_P"S)'\+ MOBW;_#30_$/B3XIZ)J?@+XJ:)J/@GP=XLT'XD>#/%^N:5X)@@T;Q!?\ B;4_ M"MKX:U:S@\2Z;K_A#7K+48#*D1?\B?\ @F_^R]\3?^"97[5'_!33P#\3/"GQ M$UGX(?M=?M%WW[5W[/?[0OP]\&:Y\1]*V_$"YUR'QG\*_B#8^#="\3^(? ?Q M$\ 7^M:,=#OO$_AIO!OCK3_M>KZ3J_VFWU#18_S^_:G\!_\ !63]L/\ X(8? MMZ^"_P!J[X6?&GXG_M%>.?VM_ NA_LV?"?3/@SX%T'QQJ?[./@3XV_!/Q;HG MBY?!7PS\.:3J>E:I>Z5I?Q"O]7U;QM_9.IQV^D644&F:6;BQ?5@#^MB\^-_P M9T[3_$.K:A\6OAE8Z5X1\7-X \5ZG>>/O"=MI_ACQTD4$[^#/$-[-JZ6^B^+ M%ANK64^&]2DMM;$5S!)]AV2H6TM:^*_PO\-Z/X=\0^(OB-X#T'0/%R12>%-; MUKQCX']3OM3@L=:6?24?5(6TR>Z633D:^5C:J9A^&_P"T MG^Q=#\*OVX_^"5O[1_[/OP+7PW^RA\-_C)^U!\4?VLO"'PI^&FJ+K+_&?XQ? MLMV?PU^$/[1/Q"^%_AO1)O%GB[Q%I+:!?^#?$GB^YT#4O%WA/4O%(U?6(4DU MOQ%JT?Y,0_\ !.[]NCP=_P $ZOV5/&G@V+XU?!K]L[]F:\_;_P#C!^SK\&[G MX26/QG^$NM? W]H#XFZ+J _8/_:#^'NF1^(]+\-ZS\:/!?\ 8:^"]-U*WNO! M/A*"Y\5>!_%MSX;FL8;_ ,. ']FMS\3_ (;67B33/!UY\0/!-KXNUJST_4-' M\+W/BS0(/$6JZ?JTMQ!I=]INB2ZBFIWUGJ4UI=0V%S:VLL-[+;7"6KS-!,$^ M(?\ @J#^VA\5OV!OV6?$_P"TQ\*_V?K']I:3P)-+?^+?AL?B'<_#?7/^$-L- M&UCQ#XE\5Z%J\/@SQQ!J!\'Z!H.J>(-9TB73()[C1+*^NK*Z,]E]EN?R \5? MLM?M?>!O^"B'[-G[3/P0^'WB2WMOC+XL_8;^''_!0#]DCQU\.I?%W[.FC:3\ M)OA'X9NK?]IC]G+XT/->Z9X)O?V5PVL>"]-TZ?Q%8^)M<\<:5-!IQ\7:/X\O M]#U?]^_VB_[.O+OX(^']:\'^*O&.@>(_BM/HOB>QT'X?^(O'6BVGA76/A7\3 MO#FMS>.4T/2]2L]#\)7R:_;:#J-]K7E6,C:Q';-OA:YEMP#X,_:)_P""O?@O MX7_\$LO"O_!3+X/_ O?XW:?X\^$WA7XM>%/A*/'-MX/N1I%S96>J?$FS\1> M,%\.^(QH\WPIM$U_2]?DA\-7PO/&&EZ=X7C2TN-<@N;?[:^!'[5'ASQW^RC\ M"/VGOC1J?PZ^!MA\;/@_\/?C =,UWXA6$7AWPKI_Q$\&Z+XVL]"G\8^++3P? M!JMUHMAK<%IJ6I#3--MI9X9+F.V@MG3'\Q6L?\$N?VK/V8/^"1/_ 52_9 A M\/>-OC'HVG^.OC=\*/\ @FW\.? OAS4O&?CFZ_9_^,'CKX5_%F^NK[^PY=0E MD?6_$=HECJ$>K1:9'H-_X!\5WRS2VOBBRBE]9^,_P;^//BOX&_\ !.;X1^$_ MV._V@I/B%8?\$<_CS^S_ ./_ (O77A7QW>:7\/?$6H?LN^#_ GKW[*FN?"[ M4[[3/ASX;\=?%GQWX2TG3E^*7Q>TO4?#-CI6E1:5X&M?$.O:G9>(? X!_4AJ M_P 5_A?X?U#0M)UWXC> ]%U7Q/HNI^(_#>F:MXQ\-Z;J&O\ A_1=,GUK6-=T M2RO=3@N=6T;2M'MKG5=2U33XKFPL=-MY[^ZN(K2)YEY?5_VCOV?/#^F>'-:U MWXY_!W1M'\8:!%XJ\):MJWQ/\#:;IGBCPQ-+;0Q>(O#M_>Z]!::WH,DUY:11 MZSILUSICRW5O$ETTL\2/_*7\,OV0?C'\08_^#770?C3^RO\ %_Q!X._9L^#7 M[3'@+]K/1OB)\&/$]WIGPNMM>^ ?AWX8>#/"7Q?TW5M(G-AX8\2^*- AT9-" MUN"?1-3\,6:W'B*QC\,72M/Y=_P4[T__ ()V?LP_M5_M8_LK?$_X[V?[&_P[ M_:I_X)[_ +*O[/-K8>,_V6?B_P#%/X>_#'X7>"/B%XNFTR?]E%OA%HFNZ)I^ MG^';#PS?S^,_#GC\^$=!T?XIZMX?\+_#]H ?U/:3^U1JNK_M- M:_\ #JVT?X,7'[-&B_LS:1\^$_$.O-X.O[K[#8^+%T?1]7O=1;PU>7O^AVNO+;'2KBZ_ MT>&[>7Y*_FVL_A7J7BS_ (*,?'#X_?!+X??$KXN_LF?$G_@WQTCX&_!+X\>' M?A[KGBWP1\6/%,_B:3QCX:\):/XDT[0H;'Q'XI\5^ KS1M62Q@LH;;4=0EFT M:2.VUB!M)B^;/^"6O['O[0/P4_:)_P""(6M>)/V7_BQ\,[+X2_\ !/K]JSX7 M_M%>(;WX1:YX9T_P=\3O&OCOQ!K7ACP[\3-=72K>)-2UUK&35--_M2ZN[42: MCIMVLEN=5M7D /[*Z*** "BBB@ HHHH *0@$8(!!Z@C(/X&EHH 3:,AL#(R M<<@'J >H'M0 !G RFT8QC&!C'I]/;I1M'7 SG.<< MY'0_4#@>@X'%+10 =!CZ4@ 7H ,G)P .?7CO7Y]_\ !0C]H3XC?L]^&/V= M]0^'_C#X8^$K7XE_M4?"GX1>/(_%T^IWGQ4\4^"?&\7B"UNO"/[+W@[3_"_C M"W\>?M"ZSKD&A?\ ",>'M=T*Z\-6_ARW\4Z[XBN=#T;2[WQ+H?X:^#?^"NG[ M?\O_ 3U\$?M57?PG\2_&>P^!7[>/[0OP3_;2U#X(^$?AZGQ^_X9@^#=WXFT M>R^*WA#X<7'DTS2;XZ7-X.TCQ)=^-O"@!_ M6=@ D@ $XR<OKWKX<^'/[1]]\1_\ @GEH MW[47PM^)_P *?'FM:_\ LLW_ ,6O OQ:^*%CJ7P9^#?B+7X?AYJ&NZ%XP^*6 MF3SW.J_"GP-+K-I!>_$;3Q=W5WX&TR+7;6&[N6TR.ZD_-#_@F[_P48_:(_: M_;OG_9L^)NNZ7XW^'?BS_@F9^SW^VAH?C"V\$67A721\1_$OC"R^'GQ#F^#. MIQ:)X1\3>+?VE7=\ ?M=\4 M_P!H/X$_!"Z\.Z?\8/BW\.?AG=^+GN#X?M/&_BS1?#H:+I%_J4$>IW M5N5T?3M8\2>&='U+7+GR-&T[6/$OAO2[Z_M]0U[2+>\[C7_'7@WPOK?@SPYX M@\1Z/I'B#XAZW?\ AWP/HU]>10ZIXIUK2_#VK>*M4T_1++FXOI]-\-Z%JVLZ M@8HS'9:=837%U)$GE[_R!_X*8_\ !,&U_:W\9>/?C0_Q\T?X.:#XT_86^*_[ M$OQHN?&?AZ37/#WA;X)^-/B_\./COX@^*_A6X7Q%X=T_2?&OA9?AOJVDW2>* M99O"M]IFL:?KNI75B?!@L=>^>?B!^WKH?[,/C?P?^T%X]^$'C_XC>)/'O[)G M[4OQ5_9G\ ZOXAMO"5Y\'OV!/V,OAUX?^)OQ'\:^(;GQ!I=]=2_M"_M77-OX M+\6?\(K-I-A-'HEC\+O GCO6_ ]QX \3W^N@']&! /4 _4?7U]B?S/J:0A>I M R,X.!D;NN._.>W7-?"W[0G[:NE?#G_@G'\4O^"@/PL\-W7CC1/#W[(NN_M4 M?#GPSKT-SH\GB+2Y/A6?B5X.L?$L5J\]YHMK=6MWIK>)?L[S76EV0U%H7>6W M20_DI\,_VZ_VJ_&_Q,^$O[+7C_XDVNNR_M:?\$2-'_;W'Q1\-?#WP7I7B/X, M_&Z2=;/QCI/A'1X=-/AO5OA)KNF>*+*R\+Z5XVT_Q!XJ\.ZQHEN]SXS\0#7Y M4TX _=_X9?M-_LZ_&?Q!XL\)_"7XU?"[XD>)/ ME::KXJT+P3XST'Q)J6BZ1 MJ&J:WH5GK=Q::5>7,DFAWFO^&O$WAZ#6[,7.D3^(/#OB#0DO6U;1M2L[8^%? M[3W[.7QPF^(EK\&OCA\*?BE?_"353H?Q3TOX?>./#WBS6/ASK@_M$?V+XZT; M1+V\U7PKK#/H^KPIIFMV=G?/<:5J5ND#3V-U'%^07_!M;\/=)TK_ ()%_L-DU3XAZ?I\:2Q1?$[X M::#IEG?7&L1VMQ(-.T'1O&WES?\ "*>*])\;@']3/P\^)'@'XM>%M/\ '7PT M\6^'_'/A#57O(M+\4>&-1@U?1-1;3[N6QOEL=2M2UO=+:WUO/:7!@D=([JWF M@8^;#(J]H?+7:AV#>Q"H=HW-AGP%/WFPC-@ G"LW121_-+I/_!17XIWL7_!( MO]GS]FC3O$FFV/[?_P"S]^TU^T-IWBO^ROAE/\3O[(\&>!)_'7PL\%:#8?%C MQ%9?#*PU*34/'%AXM^)\E_+X;\'S^&?"*+<>)&\0Z7R?A#XB_MZ?$+_@ MLU_P3W^%?[27Q*E^#GBG1_\ @E[XQ^._QB^"7PPLO 'C'X5V_P :(_C/H/PY M^*L6F:G>6.OR7&E_$#2_"%D-,UB76=5\2_#?2M3O_#/@_7;"34_$E_JX!_2A M\0/B7X!^%NCVFO?$/Q9H?A+3-0U>RT#29]9O8[:;6?$.I1W,FG>']!LE$FH: MYK^H0VE[+9:+HUK?:K=P6EW-!:216UP\:^!?B5\._B=8:EJ'P[\:^%/&UEHF MIOH&N3>%M;T[6ET#7X[*RU&Y\-Z\EA/-)H?B&TL=0T^[O_#^JQV>KV-O>V$/$MFUCJGV*.Y\*_$.ST./Q#_96IKIECXJU73IH M]*BUUO$^@?"'P,_X*:_M(:A\&/BHGQ5^ GP;_8C_ &V_AG_P4-_9D_9__;O\ M-:S=ZWKMM\6K;XI^&O"&GV'B;]D+0?#>D?$*[^*O[2OQ5^%VC^"=!^#_ ,.; MB#QY;:II,&D^([C7M6\-MI%W9@']%_Q4^-GP>^!VF^']:^,GQ,\!_"W1_%7B MO1? OAO5_'_B?2/">F:YXT\12O!X>\*:9J&M7-I:7GB+7)XY(-&TB*9K[4IT M:&RAFD4J/4>#SP<$^AP02#^(.0>X.17\1W[57[8OQJ_;#_X)K:G>?'.,W?C+ M]FW_ (.%_AO^REI^MW/A[0/"_B3Q+X-^$/QMT2Y\+ZCX]T/P=<7/@JT\?6NG M^)UT7Q4W@WRO#-Q?:2EYIL.)GGG_ %L\"_MT_MT_M'?ME_M3_#_]G3P/H5WX M!_8W_;V^"W[.WQ$\#Z\_POTO0[S]F^]\*6]Y\=/BEXB\1^(O&&G_ !2?XI:A MJ.OZAXI^#%KX.T*#P1%HGP_M?#FM67B?4_$&MW=D ?T"D @@@$'J"!@_4=Z- MJ]-HP !@=!D ?0 D#ZFOP1_X)Q?\%$/C_\ &/\ ;(^,_P"QE^V3I?B3X._M M*_#+2_C7\0;3X8WOP\T5/@_\8_@=/\8=#L?@M\:_V9_BUHD*7NJ^$?#'@+5= M/\)>.M \87_B;4?%/B#7;3QIHOB.RET_Q1X)\+_O?0 F!D' R,X.!D9ZX/;/ M?U[U\ZZK^RW\*;_XB^._BIIT?C+PGXS^*MGX7TWXI:AX+^('C'PS;?$/3_!> M@ZAX9\*V_B32].U=-.,VBZ'JEYIUKJ>CV^D:Q);&U2ZU"X_L^Q-O]%T4 #OACX+\*?#OX?>&M'\'^!O WAS1O"'A#PMH-E%I^B^'?#/A[3X-+T70] M*LH0([73]-T^U@M;6!"ZT^XN[C1]3@98=4 MT^\CBB6/S#P'_P $\/V/?A7H.J>&?AA\'K?XT2;P[\2-<\/ZCI'C&UU#PQ;^+-%F?3K_ ,/^'+G2_#$-OL^PZ+:2 MQ0RQ_:E% 'BDO[.7P-F_9_F_96/PO\)1_L[W'PLF^"7VF6D6O>'; M][C0O$VDF\\/^(M/U30=2U'3;ORO]H']D;]G/]J2+P_'\>/A;H7Q D\+Z5X_ M\/:%?7MSK6DZK9>%_BOX:?P;\4_!QU?PYJFC:I=^"/B9X4<>'OB#X,O;RX\, M>,=*AM;77]*OA9636_T?10!SDO@[PE-X3D\!2^%_#LG@:7P\WA&3P8^BZ:WA M23PH^F'1'\,/X=-M_9#^'GT8G2&T5K,Z:VEDZ>;;[(?*KYH^'?["/[*?PIM= M:MO ?PFL-#DUOX+>'_V<&U,>)/&NH^(-#_9_\*/K$OAGX)^"_$NJ^)K[Q#X" M^%>@3:]JMQI'@;P5JF@Z#8W-RMQ#:">ULI+;ZZHH \4_9_\ V=O@W^RU\(_# M'P(^ G@JV^''PE\%Q:G!X3\$Z3JWB&^TSP];ZQJE[K6HVVD3:]K&KZE96MQJ MVI:AJ/V:&_$$-Y>W4]O'$\SD]!\.?A%X#^%&AZSX;\$Z;JEGHOB#Q-XK\8ZM M9:UXK\7^,1=>(_'&NZEXF\6ZB)_&FO>(;JW_ +?U_6-4U;4K2UG@T^>]O[J8 M6BF9P?2Z* /B_P"(W_!/+]C3XJ_#_P""'PP\8? KPV?"'[-6KV>N?L^P>%M8 M\8?#W7O@MJ%A&D-M_P *Q\:?#[Q)X6\:^#+'R(;6TN-)T+Q#9Z3>Z?8Z=I]Y M93V>G6$-MUFM_L5_LP^(/BO\&/CCJ7PFT.K3Q+8QZ\TVO10IK%Q<7LOU)10 M!X]\2?@'\)?BWXB\!>,?'?@^UU;QG\+)?$=Q\-/&=KJ&LZ%XP\ 77BZPL=+\ M37O@_P 3^']2TK6M O=X\1\>?\$]?V M._BAX0TSP5\0/@EHGBG3-(^/.A_M16NJZCKOC-/&LO[1'AJU73]!^,FH_$2Q M\2VGC[5O'NEZ1%;:!::YJ7B6ZEB\,V5AX8C1?#VGV&F6WV?10!^?=]_P2P_8 M'U#PAXW\ S_LZ^'8_!?Q&_:(_P"&L?&/AFR\4_$;3=&U7]HC.Y?BE%9:;XSM M(])UZ*0)(M-\-Z7XO\?:/XC\;:(/'T'@V*&#PC=?$GPII'B>Q\#_$G6O"L=M:+X9\1 M>//#/B'7]!%I:G2]2M6MK=HOK>B@#YT^&_[)O[/WPE\;V?Q'\!_#NSTGQKI? M@G6/AKH&O7FM>)_$-SX4^'OB#Q5;>.->\$^#(O$FN:Q:^#O#&N^+K*P\0ZYH M_AFWTNSU?4M,T>2_CGAT72(;+Z+HHH **** "BBB@ HHHH **** "BBB@ HH MHH **** "BBB@ KYL_:$_:6\,_ .Z^&GANXT:^\6?$/XR^)=:\*?##P7::IH MOAQ?$FJ^&/"NI^.?$R3>)O$UYI^@Z<=*\):+JFJ0V)GN];UJ6 6FBZ3?%+Z: MP^DZ^+/VX_@Y!\>OA1#\--?^ MI\>O!VIZO::MJ&G:=XST[P-\2/ OB?P_>: M=J7@SX@_"OQ)J6H^&9/#7C/0;E=6&G>,_#GCCPAXS\&W<]EK7AN_O&2^L)@" MA\;_ -M^P^ ?@6P^*?C3]G7]I&?X9Z5ID>O_ !B\9:-X5\!W=M\!?#9\27?A M>^UWQUHUQ\2+3Q'XMM= N[*YUWQ);_!?2?BA?:-X)MW\8SV[Z3=Z1_:GO:_& M_P +:E\7=6^"7A.UU+Q?XV\(:/H/B'XE_P!CBR30_AAI/BJ6Y'A2/QEK-[=V M\,/B'Q59Z?J>K:#X1TB+5?$4NAV*Z_JMEH^AZIH>I:K^=6MV/[;GA'X3_!OX M#^//V:/$?[:.GZ/H6G:W\1/B+/\ M#? _P $S>)=4T/XBZGJ_P .?A_\1/\ MA,M.\.ZIX\?PIX2TSP3)\4?'&D>%M%LOBGXKTJ>[_L)M&U;7]&U"AXE_86^) MM]\:/B_KFFZ-X=L]6^*'[<_[.'[:/@[]I/2O%:V'C;X6^'_AMX/^ /@CXN_! M:]T];.S\3:W#XQ\&_ _Q5\-]#L[-[KP)XE\ ?&:\MO&=OI%QX5GLM> /K?PM M^UA\0-8_:#T#X(>*?V0_CM\.-"\8?\+.O/!WQ?\ %/BC]GR^\(Z_X>^&26AN M_$\GA#PA\8_$WQ9\.Z1K\FK^&[?1QXI\!:-?VMUXFT2R\06>C7UQ+:P^V^)/ MC?X8T?XIZ-\$=%LM4\8?%/5?"S>/;[PQH"V03P?X _M6XT&U\:^.-6U&[L]/ M\.Z-K>O66HZ%X4M7DN_$'B_4](\1#PWHFI:?X3\6ZCH7'3^&?%>C_%[XN_'/ M6_#RZQ9>$OA-H_@;X1^'-,U_1H=5U>RM5U/XA_$6XAN?$&H:)X<\.7WC?Q2W M@WPA$WB'5],TV*'X;Z9K&J:C8:7=_:(OSC^-_P"QC\3_ (\^+?VC_B3X-\/- MHUY^V?\ "3]D/4?AG\3=?UNU\)_%G]C+XF_ FZ\1WUMJ\\%G>3:O(_AVW\70 M>-O#%K\/=6O'U/QZGCCP7XKBL_"/B4>(+D ^XI?VKO'UE^T+X-^"NM_LC_'# MP_X/^(/C?Q;X*\'_ !UU7Q=^SP?!&KMX.\'>)O&6H>)#X(T[XRZA\:]/\,7M MIX5O+'3-0U3X:64\EYJ7A_[;:6$&MVV?"'XW>%_CG9ZIXF^'%KJ.M?#>T MU;6M"T3XF$64'A7QUJ/AS5)=$UN[\"9NWU7Q!X8L]9L]3TNV\8&PLO#WB"?3 M9K[PK=Z]H4]EK-UQOB;X3>)O'GQG\3>*-9NFT/PMHGP*UCX9_#/5-.NK636+ M+Q1\6=7N;SXH^*HK=3YUA=Z+I/@[X8:=X;N9I$EEE?Q.D?DVDY>X^+?V&_V+ M_B-\ ?%'[.=]K'AKPQ\,;;]GW]B6U_9"^)B>!/$RW_AG]I?Q7X2UGX5P?#CX MNGP]96]FFGV?@K0?A[X[U#P_>^-+&W^(%A%YO$EUX.A\1Z#+XNL=,MM:O?"T>L:<_B.TT>]EG@L]6NM#6 MY.J0:9>3VMU#:W\MJMK<2VT\<4K-$X&^PRI!X!!&>.,CWX_/BOPH\+7/A[X' M_MSZEI/]J_#G]HWX)?'[XW?$'6=(\5+?6&E?M(_LB?&S6-)_:1U#XIZ1K>IV MBQW?CWX!:="FX9K7_BWPMI5CK.IZGXCT'3M.\.X.OW]_K.FV=EH8.,'6+JYNHH-+^\O M_'_);\D#J1G^>OXFZQ\ ? OPX_;X_:,_X)L?$KX">&?&>I_LS?"[X=6WAG]E M7Q-\./%%WH_@SPI\2]:'C_\ ;#\5?#WX6ZC=Q7/C#X?^#/BOKL_@;Q-K6FS> M)9=#^'T<^L7^J6FK:5HND?37AOXE?L\>&M#_ &@?@K^TMH7[+VJ_LK_ +QK\ M&=.^ /C[Q5J'A#1?AE\7M=^)WPUU'Q);_#GQ9+\6?%^N> _'7QG\$7[2ZGJO MC'4_$VI1:YHWC;PQX]\06VF>*M,\0ZW* ?LM#/#<0Q7$$LW6FW-H/&.B6/CG48OB/XCTSP7\$]1\/:KJ ME[>>$O@[XT\7:?\ "KX8VNE32IX5LO#O@_PW/%IMW:)IL'Q+\7_$-]H_BS4- M/_9=\1_\(3^RIXX^ ?\ P2;^%'QP^(?@*ZDT_P ,^!= ^)/[3GQ"\.^.-?EU MG2[O3KGPUXPN/V=)M-\%?$?QE_:>D^)/!/@#QSX'\5>(=7T=M'\,:OIH!_17 MXE^)_P -_!NE+KOB[Q_X)\+Z*^K-H*ZOXB\6^'M#TMM;2*:X;1UU#5=2M+-M M56"WN)FTX3&\6*":0P!(G9>ET/7=$\3:38Z]XT35(!=:;K&BZC9ZMI M=_;,S(MQ9:CI\]S9WOV< M?BFG[+GQL^(?P9_9E>#X2^']4^%/Q4N;KP_\/--^$^M>"O!'B>#Q5H/AK7;K MQ]X_M?@#XM?PW?W^GOXS\#^+3H5UINDWTGA_3OTH^ GPB\._ 3X+_"_X,>%; M/3++0OAEX&\-^#+*/2-*LM#T^=M#TR"TOM0@TG3H;>PL/[6U);W59;:TMX;> M.:^E$42+A0 >N4444 %%%% !1110 4444 %%%!( ))P!R2>@'J: "BOSX^+_ M /P4]_9(^"OQ&\5?#'Q)KOQ;\5:Y\.;FWM/BYK/P>_9L_:(^.7@+X+W-UI=E MKD5G\7OB-\(?AEXS\$?#_4HM$U"SUS4M&US7(M:T/0[FVUG7=.TW3;JVN9ON MGPKXI\->./#/A[QIX-U[1_%7A'Q;HFE>)?"_B;P_J-KJ^@^(O#VNV%OJFBZY MHNJV,L]EJ6DZMIMU;7^G7]I-+;7=I<0W$$CQR*Q -ZH;BX@M()KJZFCM[:VA MEN+B>9UCBA@A1I9I9'8A4CCC1G=F("HI8D $U-7+^-O^1.\5?]BWK_\ Z:+V M@#\^/^'S'_!)O_I(]^Q9_P")%_#+_P"7]'_#YC_@DW_TD=_8L_\ $B_AE_\ M+^O\3?)]3^9HR?4_F: /]LC_ (?,?\$F_P#I(]^Q9_XD7\,O_E_1_P /F/\ M@DW_ -)'OV+/_$B_AE_\OZ_Q-\GU/YFC)]3^9H _VJ=0_P""RW_!*HZ[H+0? M\%(OV-%L5CUC[ M"OBW\,/%?]I_\(U\0/AYXCTSQ9X0U[^Q=7O] U?^R=?T:XNM.O\ ^S=;TO4= M)OOL\[_9M1L;NTEVS02(O^"JI.1R>H[GUK_7Z_X->^?^"'?[%.?^>?Q]_P#6 MF?C#0!^_E(65<;F5<],D#/TS2U_,#_P%/V0;[]FCXU>,/@Y= M^//$_P :;+QA-X2706?Q!:^'M!^'UUHL-_\ VWHFL@)IT^J:C);_ &86[;KR M7S3*!&$^NX$X/QW'W%>4<(Y;B<)@\=G$\7"AB<$P&*S"I[5X>C7K+ MFI82<(:2\?/\ .L/P]E&,SC%TZM7#X*-*52G0475DJU>EAX\B MG*$=)UHMWDO=3M=V3_I[\R/_ )Z)_P!]+_C7+MX,\$OJ^M>('\+>%FUWQ)I$ M?A_Q#K;:%HYU?7M!B,[1:)K.I&T-YJND1-=731:9?S7%DAN;@B#]\^?\N[_A M]3_P51_Z/=^,G_?/@/\ ^8FC_A]3_P %4?\ H]WXR?\ ?/@/_P"8FOZ3_P") M,^/?^BGX0_\ !N<^7_4H]?P\S\M_XCCPU_T+\W_\%8;_ .:?7^EK_I_>$/AG M\,OA_/?77@7P'X%\&7.IQ0PZE<>%/"GASPW/?Q6\CRP17LVB:;827<<,DLDD M27#2)&\CNBJSL2W5OAA\+]>T"Q\*ZWX!\":QX9TRZ>^TWP[JGA/PWJ.A6%[* M+@27=EH][IL^FVEU)]KN_,N+>UBF?[3<;G(FD#?Y@?\ P^I_X*H_]'N_&3_O MGP'_ /,31_P^I_X*H_\ 1[OQD_[Y\!__ #$T?\29\>_]%/PA_P"#J? M#FY^)7AWP0^C:+HVB0^&](\0^)[Z'5['2HM(L;+[)9WT5E"+FPA=-/N+@?VA M<6Q^J0:'X>MK&_TRWTK1X-.U674)]3L(;"QBLM1FU9I'U2:^M(X5M[ MR74FEE;4)+B*5[TR.;IIB[9_RV(?^"T7_!4RW1HX?VVOC&B-+/.R@>!F!EN9 MY+F=\OX+8@R3RR2$ A5+$(JH%42_\/J?^"J/_1[OQD_[Y\!__,31_P 29\?= M>)^$//\ ?9UY7_YD_K^'F/\ XCCPU_T+\W_\%8;_ .:?7^EK_J36^DZ)::?9 M:3:Z=I=OI>G?8O[/TZ"SLX;"Q_LV6*?3_L5E'$MK:"QF@AELQ;Q1BUEBCD@\ MMT5AI^9'_P ]$_[Z7_&O\L;_ (?4_P#!5'_H]WXR?]\^ _\ YB:/^'U/_!5' M_H]WXR?]\^ __F)H_P"),^/?^BGX0_\ !N<^7_4H]?P\Q?\ $<>&O^A?F_\ MX*PW_P T^O\ 2U_U.1(A( ="3P &!)/H!GFGU_G7?\$Q_P#@J[_P46^,G_!0 M+]D;X6_$[]K?XI^,_A]XZ^-7A[P]XO\ "FKKX-_LS7]$NK#5Y;C3;XV7A*SO M!;S26\+/]FN[>7*+ME7'/^B>A)1">254D^Y S7X;XI^%><^$^;Y=D^=9AEF8 MU\RR[^TJ57*Y8N5&G2^LUL+R5'B\+A9^T]I0G*T82CR./O$/B$5_9D_8FL MOAOH/Q0^,GB_4OB/X]_;SUWX075[IGC;XO>+_%=CXQ^(NB:=^R'XU\+^#/$W MB"Q\1Z9J&OV=QX^UUH-4O3;7&L3W!$4?VO\ L9Z-XOT+]G7P1:>.?"7@3P)K MUWJGQ%UZ/PA\+_%D'CKX<>'_ [XI^*/C;Q1X,TWP)XOMO#WA*#Q%X2@\&ZS MH!T#58_"_AX7.FO;L=&TX@VL?YB7WP \)?&;XS?#30OBY\6/V/-5_9'_ &>? MBU\6OC?9_"/PQX_TB[\9?M4_M:ZOXN\4Q^%O&7[3?A;7O#VC^'O#:?!35M;\ M2:V_@ZVU'Q_+XK^.46C^-=;70K/P1HOAFOUN_9U\":G\./A/HGAG5]&\&^&K MS^V/&NOKX7^'>HW&K>!/"UEXN\<^)/%FE^&?"%]<^'_"LDN@:'I>M6>GV(C\ M.Z-:1^3*EAI]K8+;1* >WUR_C;_D3O%7_8MZ_P#^FB]KJ*Y?QM_R)WBK_L6] M?_\ 31>T ?X%]%%% !1110 45]C_ I_X)[?MO\ QS^"7BS]I#X/_LJ_'/XD M? SP0-7;Q'\3_!_P\U[6O"=FOAZ(S^(WM;^TMF?6(_#=N&G\22:%!J+O$3!?#_A?Q'KCMNVIH^A:MJ; M':R(V!8V=P3M>6-&QG#R(IY=0?3=/_9E_:$U(!X/@O\ $R"$D#[5J7@[6]%L MA\Y1F>]UJUTZU1(RKF5WF5(41Y962)&=?9P'#G$.:)2RS(LYS%2V> RS&XQ. M_9X>A474\3,.)>',JDXYIG^2Y;);K'YI@<&UK;58BO3MKOVZGAJ]1]1_.O\ M7[_X->_^4'?[%'_7/X_?^M,_&&O\H>3]F/XJV++_ &\G@#PJG!D;Q;\8/A)X M=EA 4.QEL]0\:IJ(9$*-)$MDTRK+"WE$2IN_U)?^#=/XCZ[\,/\ @C[^R)\. MM-^#WQ1^+%YH47QK$WBSX61_#_5_AOJ,NI?M#_%G5##H/C[Q'X_\*Z)KO]FQ MW#:?J]QIK3V5EKMEJ&CBZGN+:-[CTGP-Q;3;6+R''Y8E>\\ZA'(Z:LDVW5SB M>!I))/5N:2ZNYYBX]X/J)/!\09?FK=K0R.I+/JKN[)*CDT,=5$-)\$V4?BOXVCPKI_PF\='XA:G>W3^'OAR=9;Q)?>+_!'@#3M)MK>W M^Q+IR:5;ZS/=W#79N6M(8H'N?VKZ/'"N8X'QCX*Q.(QG#CI0JYS)QPG%O"V9 MXB7-PYF\5&&#RS.,9BY23G>:C0;A&,ISM&+9\-XD<89;BN"<^HX? <43J.G@ MTO;\&\69?2TS'!RN\5F638/"1B[64I8A)MJS:=S^,.BO2/[4^$UL/W'@SQWJ MC @YU;Q]HVFHQRS$-%HG@QY-H^6,[;H%HRSJ8I=I4_X3#P9;Y^P?"3PRQ&-K MZ[XH\=ZZQ(4X+Q0ZUHEK)\Y)93;JCHJ(RY5I)/\ 5/V%/2^,PR[KEQC:^<<( MX?\ D]M-T?Q]_:>,?PP?L^_ 7XI?M1?&3P)\!/@CX:?QG\3_ (C:M)I/AG0(;VTLHW-I97>JZMJ> MI:C=R)::5H>@Z+I^HZUKNK7;"WT[2["ZN&$DBQPRX:_$IXG*:7X)^%&FRQCE M8/ VFZO=PAE"(7?Q)>:]/NVDCS)E)E,A:3S)!&R?2/[)'[>WQL_9!_:#^'/[ M0OPZ?P;JVK_#W5-0DE\)WGA;POIOAGQ%HNNZ/?>'?$7AW5)/#6CV.J6"ZEH. MI7=K::G8W27^DW:65["+A;1K6?R\[>-I9-FT\AE1Q6?4\LQT\FH8NDXY?7S6 M.%JRR^EC*WUJA5IX2IB_8PQ$XQ4HTI2E%IZKT7QS/+*6$R>>,PBS M*N\TFL?0P%2M36)JX?#4,JQF'JUXT'.="G/&4Z=6:C%U8)\R[K]N[_@EU^UK M_P $ZF\"7/[1/AGPJ/#GQ'?4[/PKXS^'_BH>,/"MQK>CPQW>I>&M0NY-+T34 M=(U^'3IHM4M[34-*AMM3T[[5/I5[>MIFJQ6/YWU^RO\ P53_ ."R_P 3O^"H M.G?"[P9K7PJ\(?!GP#\+]5U3Q;;>&-%\4WOCC7]>\8:OI;:"=;U?Q!J.C^'F MM=,TW19KRSTC1M/T2!/.U2_O=3U#49/[-ATW\:0RD$JZ,!U971E&!D[F5BJX M')R1A2&/!!KYG@&OQIB>%LMK>(&#R[ <53>)_M#"Y74A5PM.$<556$?-2Q.+ MH^UGA51G65'%5Z2G)N,H-NE3^GXFHY%2S?$0X:JXK$90H4'AZN*A.-1RG2@Z MEO:4Z-1T_:.2@ZE*G-K1J5E*2T445]D?/GZ2_P#!'K_E*!^PU_V<'X6_]-FO M5_JL1_ZN/_<7_P!!%?Y4_P#P1Z_Y2@?L-?\ 9P?A;_TV:]7^JQ'_ *N/_<7_ M -!%?YR?3._Y+CA3_LE'_P"K?,3^I/ [_DGO?&G[1?@K6I- \'O@[XV%SI_A MF_U#P_9Z9?7'E7[4O[2'Q#^"EWH7ASX:_!V7XJ>-/']A!X>^&>EO<^*+/3]< M^*>O^+O#_AG1M.U_6= \'^)=/\)_#SP7H&HZ[\3_ (P>-M /#-S+ MX;T;Q1J]T;.R]O\ @/X^\0?$OX8:'XJ\5:;I>F>(7O\ Q1H.KC01KB^'=3O_ M ?XLUSPC<^(/#*>);'3M?3PUXCET-]P5R_ MC;_D3O%7_8MZ_P#^FB]KJ*Y?QM_R)WBK_L6]?_\ 31>T ?X%]%%% "@$G !) M] ,G]*<@?(/V7/AK^U-XA\<^ M(O"_AG1O"_QB\7?$SPO\.O#_ (=N+VZF\>:YJ,OPL\9_#W6]/U*+08UN$\=Z MUXJ;PK\-O#UAXF\4ZGX>U2XALM2T+[O^!'C+]B[2OVFOVCO ?@/]D7X)_';] MDGX=>.?VI?CA:?%GX[W7QIUKXJ-^S3\.+;6+KX4>"="O/!WQ=^%WAWP_<>*# MI_@WP7HVM:UX7UOQ'J?C;XEVVI:S*(HK/0+$ _=#_@EI_P '57[/'[#/_!-3 MX??LJ?$7]F7XH^*/C=\ _#'B?PQ\-)O $O@JU^%/Q&BU3Q-XB\4:)J'C75M6 MUVQ\2>!;]KG7VL_&%?&;:R]M<>(+%A>:O+I5A_(=K'[6_P =-1U76-3T MWQ#H_@T:KJ=_JDECX \!^ _ ]C8/J-Y)=O:V*^'/#-A=6]G#Y@M+:.6ZED%A M#!:2RRQ1@5V7[#T_[+<'[0-AJ7[6^H_V+\-;+0/$5SHPO?AAXK^+7P_D^(-S M%#8>%4^*?@OP!\2/A=\1+WX7:3->ZAKOB$^ O%C>*G;1=,L;+2M9M[N]LI?T MZF^#7[+/A;7_ -JSX"_&;X?_ +/UK^TSJOCOXJ:+X*\)_ ^U^*VM^&?%WASQ MM^R_INH?L&ZI^Q7J^I:KXDEL='\6_M%:]X3\>?$V\^).OVFJW'P?\1V \3,- M.@U[0[;UTE06+HUE2E4 M]G3YW347-0BI-J*M^+6J?M!?';601JOQE^*=_$W_ "QN?'_BMK?C?TMUU5(! MCS''$>0'(Z'%>87^KZIJLIFU/4;[49CM)EO[RYO9#L4(N7NI9F.U $7)X4!1 MA>*^Z/VE/V6/&'PY^$G@#Q_X1^'5E>_!G0[+2]-U?XZZ9J^EZA=_%'Q9XZU_ MQYH]OX]705U63Q/H/P6UOQ5\(_B1\/?@'XBU3P[H^B^.]-^%WB3Q5;W#:UXE MO+"#X&J<=G6<9I_R,\VS+,6G=/'8[%8MW[WQ%6IKH7@,CR7*M,KRC+,M5DK8 M# 87"*RV5L/2IJRL.#$D=.HZ*H[^P%?Z_/\ P:^ '_@AY^Q22 28_C[DD9)Q M^TQ\80,GV' ]J_R!5ZCZC^=?Z_?_ :]_P#*#O\ 8H_ZY_'[_P!:9^,->8>G M9=E]Q^_E?QT?\'OXZ/^#N;_ )$G]A/_ +'' M]H+_ -1GX85^X_1M_P"3U\#_ /7_ #K_ -9K.3X/Q/\ ^2%S_P#Z]8+_ -6> M"/XEJ.3D D$@@$8)!(P" 01N!.1D$9 R".**.H(/0@@CU!!!'&#R"1QS7^MY M_%BT:?9^OX/<_3SPK\;M6\8_LV:=\%_''PK^%7Q"UGQ?\4?V=[?]DWX5Z1\/ M_!WA;7_"ND>#O&,MA\4?$M]XW\/:9IWC[_A"_CFUQI/PIUN[\<^*]67QYXI\ M0>)O&EM=VDG@F/4']1_X*::+X#E\&:)XQ^%.JZ!XS\%6/[4?[0/@CQ9J>JZ= MX>\._$;]G'XDV5AX;>?]C.:PT#P]X:TKQ+\&?A[8Z-J'BCX1?$W3XI=(\:V] M_J\=CX>^'UYI>KZ1KWP7XM_;-_:L\=_#E/A#XO\ V@/B?K_PPCTSPUHL?@6] MU]8_#B:/X-FTVY\)Z2MG96EHXTSPW<:/I,^C6'G_ &2PETS3Y((E:T@*)O#OC'Q%\5O%WB/Q+X3O=9U30=4\275EXA>RUCQ%IXTKQ!KLUGK5 MA?:9JOB'7=/2&UUKQ%KECJ>O:JEM9M?ZE<2V5G)!^:X;A'-*.<8+-Z=/*\#] M5S#-\=4R_"X_&5L)B)8[ 83!TG>>6X?ZM4K/#0JXN="CS+&/$YC7GF;QU3!T M?MJO$& J9?7R^H\5B%6PN"P\,74PV&IUZ/L*M2=2]IU)5E!3:@I5%%TN2C3A M0E25:?T]X2_:!GA_9!^)?PQ^*'@WX8Z_X.U[0_ &A?LW^!;+X;>"M.\9:3X] M\#_$30?%'Q3^.\/CW3-#'Q0_LJ;P1H7C7P'\0=%_KSQEXM^'O[7GQ+^%WC_ .$WA*+PMKUEJ?[35S\)+GXG^'?#VA:; M810:]XO_ &@!%?>'?"!8_AQ_;D4/A9/!FE M202Z?X6%E;64,W]@V\MO%+_9IN3;SR>8]TL[W%RTWE6C_%;XC>'O$7@GQ9H? MC+7=)\1?#?3K72/ NJZ?=);7'A?2K635)ETS2XTA^R)I]U+KNNR:K9W%M<0: MX=;UD:XFI+JM^+BZO!F(KSQ>,IT\#E>8O'9SB\$\'CL5B,%)YEE5'+O:8K#2 MP&"7/BWA!O'&E^)M(DOY-/\4^$OBKX$\-?%+P/XH@75;6RU6V?Q#X/\8Z)JMY8: MM:6VJ:9J%U=Z=J$0NK61W\GKJO&WC?Q;\1_%.K^-?'7B#4O%'BK79K>;5=;U M65);NZ^Q6-II>GP*D,<%K9V&F:586&DZ3IEA;6FF:1I-A8Z5IEG::?9VUM%R MM?>X&&*IX+"0QU2E5QL,+AX8NI0CRT:F)C2@L1.E'EARTYU5.4%R0M%I)E1GB*\L-&<,/*K4E1C4=YQI.3<%-WE>2C92=W=WU/TE_X(]?\I0/V&O^ MS@_"W_ILUZO]5B/_ %-&U?P?\(/VX->\/^)+#QIXA\0VVMZ*8O"_C M[XS?"+1+SP?INDOJ.@>'-*\&>(H)_#$$*OKV@:WILJ>(/#?VU^PM;^,+7]ES MX:Q>.O[SR67BKXV?\-&>,]&TBZ^)?C*Z\->'/'GQI37_ !59>//B M!X9\-3:3H'CS4-%\2Z]XU7]E;X7ZEX3/P<;P MY>MXZN-'?]G_ .&/BGX.?!R6RD^)7C(QS> OASXS1/$'A[1IVWS.;EKFRUG4 M'OO$&BWVH:)JVG7MP ?7EO_P#IHO:ZBN7\;?\ (G>*O^Q; MU_\ ]-%[0!_@7T444 ?4_P"S3^U1JG[,Z_$"/3/@S^SW\6X_B-H^E^']83X[ M?#'_ (6,--T;3K]]3GT_PXW]OZ')H<.MWBV+>(&MG:76+;3++3KJ0Z9]KL[O MF_$'[2'C/6;SX^SZ9X=^&W@>P_:*BT'3/&GA_P"'W@+1O"/AW1?"GAOQ?H?C MC2_ _@/2-- @\(>$4\0^%?"EW>:99&:?5/\ A&=).I7MW*EW-=_/E% 'T9\/ MOVA;7X>K9+;_ &_9V\5FW^'K^!+Y_'_ ,.]0\:-K-\/&MSXTM/B'>C6/%;Q MV'Q L3+:^%$U'PZFAZ!J'@K3K;P_KGAG54NM7N=3PA^T/\49?&GQ)^)6I:U! MK/Q&^*&@:]X=UKQQJ5C ==T:R\41VNF^(9/!XLA9:7X6GU#PG#>> 8!I>FQV MFA^!=8U3P[X&/ ?B/XU?$#4]'CL-%T[ M6+UM1TBR\0ZQK6G>$_"MII'Q]110 J]1]1_.O]?O_@U[_P"4'?[%'_7/X_?^ MM,_&&O\ ($7J/J/YU_K]_P#!KW_R@[_8H_ZY_'[_ -:9^,- '[^5_'1_P=S? M\B3^PG_V./[07_J,_#"O[%Z_CH_X.YO^1)_83_['']H+_P!1GX85^X_1M_Y/ M7P/_ -?\Z_\ 6:SD^"\3_P#DA<__ .O6"_\ 5G@C^):BBBO];S^+ HHHH ** M** "BBB@#])?^"/7_*4#]AK_ +.#\+?^FS7J_P!5B/\ U!W_).YC_ -C2?_J/0'T445_'1^V!1110 4444 %%%% 'Y??MZ^,O M#O@GQ7X.N8_"WQ0U_P")7B?P;J?@/X7^&OAI\4Q\,M2^+OQ*\:>-O"WAOX9> M!XVE\->((9G^'?BK5)?C9J7Q*RD?P#\-^%M:^(&KZ9XAT"ZU/0[WZ:_8O@BM M/V>?"ME_;7B+Q-J%CXE^*EGXE\3^)_B.OQ;U#Q-XUM_BSXX3QUXAL_B''X5\ M"6OB3P]K'C(:[?>%Y=-\"^!](T[P[+IFC:/X-\+Z9IMIHMGXI^W!;^*[G7/A MPV@Q_MT2:?9Z3XHEU*3]DKXF_L[_ F\)6DUSJWA>UL6^)GB/X]>.O $>J:Y M=R,;;P/HWAO4[W;:?\)3-J=D)I]*D/OW[(GA_P"(OA;]GSP)H7Q5LOB/IWC2 MQF\8FZM/C!\3-%^+_P 5(M$NO'GBB^\'M\1/'_AII?#.L>,9?!UUH,VOV?AB M[U+PUX=U"2;PSX?UC5]'T:RU&Y /I2N7\;?\B=XJ_P"Q;U__ --%[745R_C; M_D3O%7_8MZ__ .FB]H _P+Z*** "BBB@ HHHH **** %7J/J/YU_K]_\&O?_ M "@[_8H_ZY_'[_UIGXPU_D"+U'U'\Z_U^_\ @U[_ .4'?[%'_7/X_?\ K3/Q MAH _?ROXZ/\ @[F_Y$G]A/\ ['']H+_U&?AA7]B]?QT?\'O@?_ *_YU_ZS6O^4H'[#7_9P?A;_P!-FO5_JL1_ZN/_ '%_]!%?YR?3._Y+ MCA3_ +)1_P#JWS$_J3P._P"2=S'_ +&D_P#U'H#Z***_CH_; HHHH **** " MBB@Y[''(_+/(_$<>W6@#\G/^"DB?!?P[XA^$7Q#^,OAO]BGXO+I6F>,-%\"_ M!C]N'X\^%O@GX)&O7]YX?GU7XD> !XU^'GQ7\*^(O%FDZ:MMX>UNYU'P'T#4X/^$6\1Z,^LZ[HWBOZQ_8=U#3=7_9@^&.J:-XT^%7CO2;Z+Q5-IVK? MO4[_ %OX,:3:CQQXFA3P/\*]"?AY\0=5OQ::E:: T^;]89M2T&[U;6%TB[U M*QTR?]2/V0]9UKQ!^S]X)UKQ!XE\;^,]3U*]\*O\ L6]?_P#31>UU%O_P#IHO: /\"^BBB@ HHH MH **** "BBB@!5ZCZC^=?Z_?_!KW_P H._V*/^N?Q^_]:9^,-?Y B]1]1_.O M]?O_ (->_P#E!W^Q1_US^/W_ *TS\8: /W\K^.C_ (.YO^1)_83_ .QQ_:"_ M]1GX85_8O7\='_!W-_R)/["?_8X_M!?^HS\,*_L%_ZL\$?Q+4445_K>?Q8%%%% !1110 4444 ?I+_P1Z_Y M2@?L-?\ 9P?A;_TV:]7^JQ'_ *N/_<7_ -!%?Y4__!'K_E*!^PU_V<'X6_\ M39KU?ZK$?^KC_P!Q?_017^V.HZ^F>?QQG'O0!\P_&_XZ_$7X M>>+_ GX#^%W[-OQ+^//B/Q)X>\0>*[^[\-^)?AUX"\'^&-$\/:GH>CR1:MX MM^)'B?P_9WOB'4[[Q!;/I?AS0;75;XZ=9ZCJ6J/IEM'8F_\ 4O@_XQ\8>/?A M[HGBCQ]\.;SX2^+KZYU^UUGX>ZAXJ\->-K[PY-HWB36-#MX;OQ-X/N[[PWJ- MQ?V6FVNK2+I=Y M\!Z!\0[#Q#JWQ^^&?Q<\)/$5HGA'0/%.J:SKNDVT]GJ\%UJ5C>ZI>K#KL^JBSF M-@;54 /H>N7\;?\ (G>*O^Q;U_\ ]-%[745R_C;_ )$[Q5_V+>O_ /IHO: / M\"^BBB@ HHHH **** "BBB@!5ZCZC^=?Z_?_ :]_P#*#O\ 8H_ZY_'[_P!: M9^,-?Y B]1]1_.O]?O\ X->_^4'?[%'_ %S^/W_K3/QAH _?ROXZ/^#N;_D2 M?V$_^QQ_:"_]1GX85_8O7\='_!W-_P B3^PG_P!CC^T%_P"HS\,*_?Q8%%%% ! M1110 4444 ?I+_P1Z_Y2@?L-?]G!^%O_ $V:]7^JQ'_JX_\ <7_T$5_E3_\ M!'K_ )2@?L-?]G!^%O\ TV:]7^JQ'_JX_P#<7_T$5_G)],[_ )+CA3_LE'_Z MM\Q/ZD\#O^2=S'_L:3_]1Z ^BBBOXZ/VP**** "BBB@ I#T/7IVZ_APWQ2\=1_LY^ /#?BKX1SV_C[QYXR^/'[36I>'VTWPO\._@ MYH_B>^7X??![]G/7_&?P&O? WQ'^)?Q5T>70-WCRUT+XNVGPR\%67CW6_&<. MB?$;4OA]X9M?T#_9OU_XB^)O@YX1U;XIQ7(\82C6K6?4-0TFZ\/ZMXAT?3/$ M6KZ9X8\6ZYX=N_"_@N3P[KGB[PU9Z5XDU?0H_"^AVVFWVIRPVNE:;;^7IUI[ ME@=<#//;U.3^9Y/J:6@ KE_&W_(G>*O^Q;U__P!-%[745RWC8C_A#_%7(_Y% MO7NX_P"@1>T ?X&%%%% !1110 4444 %%%% "KU'U'\Z_P!?O_@U[_Y0=_L4 M?]<_C]_ZTS\8:_R!%ZCZC^=?Z_7_ :]D#_@AW^Q3DC_ %?Q][_]7,_&&@#] M_:_CH_X.YO\ D2?V$_\ LK_57C(\N M/D?<7N/05_G)],[_ )+CA3_LE'_ZM\Q/ZD\#O^2=S'_L:3_]1Z!)1117\='[ M8%%%% !1110 4444 %%%% 'G7Q;\,>._&GPU\;>%?AE\3K[X,^/]>\.ZAIGA M'XIZ;X3\,>.K_P !Z[$/&EM>>%?$4^FN#(FE:_;3Z9=%MMS&R@5 M^4]_^P=_P5.U*TO+"[_X+@?%&2SOK:XL[F$?L!_L.H7MKJ)X)HQ(G@Y9$+12 M,H=&5USN5@:_9VB@#^&C_B"&_9__ .C[_C+_ .&8^'W_ ,UM'_$$-^S_ /\ M1]_QE_\ #,?#[_YK:_N7HH _AH_X@AOV?_\ H^_XR_\ AF/A]_\ -;1_Q!#? ML_\ _1]_QE_\,Q\/O_FMK^Y>B@#_ #[/'O\ P9U? KP=\=?@+\(HOVU?B]>V M?QAT_P",%[>ZQ)\(/ D=QHK?#+P[X?!;X)]9\9:Z&\1>,]$U[Q)J'V MWQ)X@U?4%.I:K=&V6[%G:F&SM[>"+^A2B@#\:_\ AAK_ (*K_P#2<3XH?^( M?L-?_,97QM^U[_P0:_:B_;QL? >F_M5_\%=/BU\3++X97GB'4/!,-M^QU^RO MX(_L>\\56VEV>NS/)X&T_P /2ZC]MMM%TZ-8]2>ZCMO(9[9(GFE9_P"EVBN[ M+(P.-P[JTIT*KH8K"U*5>DZE&I4HS=.I M'GI5)TY7A.2?/BL+A<;0J87&X;#XS#55%5<-BJ-/$4*JC*,XJI1K1G3FHSC& M<5*+2E&,EJDS^,7_ (@__"__ $D:^,G_ (CW\&O_ );T?\0?_A?_ *2-?&3_ M ,1[^#7_ ,MZ_LZHKZW_ (BEXG?]'&X\_P#$PXA\O^ICY(\7_5#A/_HE^'/_ M R99_\ ,OE^?=G\8O\ Q!_^%_\ I(U\9/\ Q'OX-?\ RWH_X@__ O_ -)& MOC)_XCW\&O\ Y;U_9U11_P 12\3O^CC<>?\ B8<0^7_4Q\D'^J'"?_1+\.?^ M&3+/_F7R_/NS^%WX#_\ !JEH'QA\%:[XJN_^"@OQ=T:72/C#^T%\,EM+?X _ M"">.:U^#'QW^(OPBT_56DFU?>MQKNG^";76[RW \FTO-0GL[9I;>WBFE]H_X M@_\ PO\ ])&OC)_XCW\&O_EO7]B/@_P3X5\ Z5=Z)X/T2ST#2K_Q-XR\8W=C M8B40S^)OB#XMUKQWXSUAQ-+*WVOQ!XN\1:UKM^0PB-[J-P88X82D2=31_P 1 M2\3O^CC<>?\ B7\0^7_4Q\D'^J'"?_1+\.?^&3+/_F7R_/NS^,7_ (@__"__ M $D:^,G_ (CW\&O_ );T?\0?_A?_ *2-?&3_ ,1[^#7_ ,MZ_LZHH_XBEXG? M]'&X\_\ $PXA\O\ J8^2#_5#A/\ Z)?AS_PR99_\R^7Y]V?R'_!W_@U=USX M_%'P+\:/A+_P4Y^,/A;XE?#3Q%:>*_!7B&3]F7X!Z['I&O64<\-M>OH^OW.I M:-J*I%>T:YMO!RW$"W4*O TT#+-$)#)$1(JD?L317SF<\1<0< M1UZ.)XASW.<^Q.'I?5Z&(SK,\;FE>C0YY5/84JV.KUZE.C[24I^RA*,.>#?!_C[POXB\4>!GDFEM%_X2K0]*U.ZU+1(_ MMUM>::T]];PP1ZI8W^F22IJ%C=VT/L;LJJS.0% )8DX Y))XP .2"OAYXP\. M:O:V_P 1H-$N/&UYJ?B#4_!_AC0=-TK4O&O@;X:>&?AG:?V]_9^FSWNK>+M, MGEF\71+IP!^WV@_&SX/^*/#/B3QIX?\ BAX U?P?X.@N;SQ7XIL?%NAS>'?# MEA::>=8FU/6]9^VC3]+TDZ*!K<.K7EQ#IEUHCQZS:W<^F2QW;3:[\8_A5X:\ M)^'O'6M_$/P?8>$/%L&G7/A/Q%)KVGR:5XIMM6TMM=TZX\-75O-,NO07>@I- MKT,NDB[C.AV]SK+,NF6UQ=1_E%X=BM_$_P 3_P!J7XQ>#M$OO#?[.D7_ 3! M^"7P:O8M9\,:IX7TF_\ BOX6U#]I/Q)=>#CX9U72[0OKGPG\!^,] \.>*+/[ M&SZ%?^,;+P/*K:II.HZ5IGG?C+1O%.N?LE?\$M]7^%OCG5O@'\3O"WP8\,7' M@K]J.Z\/W/BKX:_"G6+?]F'0]#UCX7?&CX=SVZ0:]X7^-,B3>#)[/6;GPEJ/ MA+Q)X4AU?PUXGT?XFZ1X0T?6P#]VM)U;2M>TO3MY@DCFAD>-U8Z%?-'[&L M=U;_ +*?[/=I>_"7_A1%U8?"+P-IT_P@&IZGK4/P^ET[0K2Q?PY9ZQKEM9:_ MJFG6AM_,TS4/$=AIOB2\T^>VG\1:7IFMR:A8V_TO0 4444 %%%% !1110!Y? M\7?C;\'_ ( ^$)?'WQO^*'@'X2>"8;VUTV3Q5\1O%>B^#] &H7OF-:V(U/7+ MRSM7NYHX+B=;>.1Y1;6UU=,BVUK<2Q)KGQN^#WAO2/"'B#7/B?X"TS0?']I; MZCX)UNY\5Z(NC^*]*NK2QU"#6= U-;UK'5-#>QU32[UM=M)Y-'BM=3TVXEOH MX=0LWG\;_:X_:0^!_P"S/X2T'Q;\7/$/A+PUKFOW^L>%OAGJ'BWPWXE\0Z=' MXCU#19WU"2_/A+P]XBUC2O#\.E1,_B*[2"SCO[+R?#T5TVHZUIUK.?V6_V9_L/@[Q*O_"=?%FT^(/C*]\;>!M& M\.WFEVE[H'B+X^:;KWPYD\&>$QI6F:9XBTSP+=0^&Q+H'@^V^R ']#TOC?P; M!XQLOAW-XL\-Q>/M2\-ZEXRT_P $2:YIB>+K[PCHVIZ;HNK^*;7PVUR-9G\. M:7K&LZ1I.HZW'9MIEGJ>JZ=87%REW>V\,F%H?Q<^%_B7QEK/P]\/^/\ PCK' MCCP_#?W&K^%-.U_3KK7K*#2-0M])UJ9].BG:XDCT+5[RRTC7VMTF&A:M>V6F M:Q]AO[NVMY?SH^%FD^(/ '[37_!.?P'\5-6MM0^,'A+_ ()J_''P-\1-4FN7 MU2\U'Q[8^(/V%X=8CNO$(A=;VXU[6/"'C/5]-2YNUGUR/0]=U6QM[A--U&:W M\G^"G[+?Q.\+?M*_LG>!/#7BRU\?_!C]B[Q9^V%\3M9^-=UX7U7P_KGB6T_: M3L?%.F>!/V?M5UV35;K1OB!XHTS4_B1KWC3XG>(/#-JNE3R?!_X9^(_%<6C> M,_%]KH\8!^VE%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 % M,"*"3\QR""&=V&#_ ++,1^E/HH 0* ".>>N68GGT).1[8(QVQ2;00!SQP#N; M=_WUG<@$=3CGU&<$\<$C([=31@=>Y_'^?0>PXI:* " MBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH ** I** "BBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** /_]D! end GRAPHIC 29 flatlogofinala21.jpg begin 644 flatlogofinala21.jpg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end XML 30 R23.htm IDEA: XBRL DOCUMENT v3.20.1
Retirement and Benefit Plans
12 Months Ended
Dec. 31, 2019
Retirement Benefits [Abstract]  
Retirement and Benefit Plans
Retirement and Benefit Plans

Substantially all full-time salaried and hourly domestic employees are included in the Invacare Retirement Savings Plan sponsored by the company. The company makes matching cash contributions up to 66.7% of employees' contributions up to 3% of compensation. The company also makes quarterly contributions to this Plan equal to a percentage of qualified wages. In 2019, quarterly contributions were made at 1% of qualified wages. The company may make discretionary contributions to the domestic plans based on an annual resolution of the Board of Directors. Contribution expense for the Invacare Retirement Savings Plan in 2019, 2018 and 2017 was $1,765,000, $1,786,000 and $2,131,000, respectively.

The company sponsors a Deferred Compensation Plus Plan covering certain employees, which provides for elective deferrals and the company retirement deferrals so that the total retirement deferrals equal amounts that would have contributed to the company's principal retirement plans if it were not for limitations imposed by income tax regulations.

The company sponsors a non-qualified defined benefit Supplemental Executive Retirement Plan (SERP) for certain key executives. Effective December 31, 2008, the SERP was amended, in part to comply with IRS Section 409A. As a result of the amendment, the plan became a defined benefit cash balance plan for the non-retired participants and thus, payments by the company since December 31, 2008 have been based upon a cash balance formula with interest credited at a rate determined annually by the Compensation and Management Development Committee of the Board of Directors. In 2019, 2018 and 2017, respectively, interest was credited at 0% for active participants in the SERP. The plan continues to be unfunded with individual hypothetical accounts maintained for each participant.

The SERP projected benefit obligation related to this unfunded plan was $5,824,000 and $5,641,000 at December 31, 2019 and December 31, 2018, respectively, and the accumulated benefit obligation was $5,824,000 and $5,641,000 at December 31, 2019 and December 31, 2018, respectively. The projected benefit obligations were calculated using an assumed future salary increase of 3.25% at December 31, 2019 and 2018, respectively. The assumed discount rate, relevant for three participants unaffected by the plan conversion was 3.22% and 4.22% for 2019 and 2018, respectively, based upon the discount rate on high-quality fixed-income investments without adjustment. The retirement age was 67 for 2019 and 2018, respectively. The mortality assumptions used for 2019 and 2018 were based upon the RP-2014 White Collar Fully Generational Mortality Table using Scale MP-2018.


Expense for the SERP in 2019 was $574,000 compared to expense of $5,000 and $414,000 in 2018 and 2017, respectively. The expense was composed of interest expense of $392,000 in 2019, interest income of $193,000 in 2018 and interest expense of $246,000 in 2017, respectively, with the remaining non-interest expense related to service costs, prior service costs and other gains/losses. Benefit payments in 2019, 2018 and 2017 were $391,000, $391,000 and $391,000, respectively.

The company also sponsors a Death Benefit Only Plan (DBO) for certain key executives that provides a benefit equal to three times the participant's final target earnings should the participant's death occur while an employee and a benefit equal to one time the participant's final earnings upon the participant's death after normal retirement or if a participant dies after his or her employment with the company is terminated following a change in control of the company. Expense for the plan in 2019 was $561,000 compared to income of $151,000 in 2018 and expense of $150,000 in 2017. The 2019 and 2017 amounts contained service and accrual adjustment expense of $488,000 and $69,000, respectively, compared to income of $253,000 in 2018, with the remaining activity in each year related to interest costs. There were no benefit payments in 2019, 2018 or 2017. In conjunction with the company's DBO, the company has invested in life insurance policies related to certain employees to help satisfy the DBO obligations.

In Europe, the company maintains a defined benefit plan in Switzerland. The statutory pension plan is maintained with a private insurance company and, in accordance with Swiss law, the plan functions as defined contribution plan whereby employee and employer contributions are defined as a percentage of individual salary depending on the age of the employee and a guaranteed interest rate, which is annually defined by the Swiss Pension Fund. Under U.S. GAAP, the plan is treated as defined benefit plan. Expense for the European plan was $34,000, $1,079,000 and $436,000 in 2019, 2018 and 2017, respectively.

XML 31 R27.htm IDEA: XBRL DOCUMENT v3.20.1
Capital Stock
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Capital Stock
Capital Stock

Capital stock activity for 2019, 2018 and 2017 consisted of the following (in thousands of shares):
 
Common Stock
Shares
 
Class B
Shares
 
Treasury
Shares
January 1, 2017 Balance
35,318

 
729

 
(3,616
)
Conversion of Class B to Common
723

 
(723
)
 

Exercise of stock options
193

 

 
(4
)
Restricted stock awards
298

 

 
(81
)
December 31, 2017 Balance
36,532

 
6

 
(3,701
)
Exercise of stock options
185

 

 
(50
)
Restricted stock awards
293

 

 
(90
)
December 31, 2018 Balance
37,010

 
6

 
(3,841
)
Restricted and performance stock awards
599

 

 
(112
)
December 31, 2019
37,609

 
6

 
(3,953
)


Stock awards for 191,912, 129,881 and 256,120 shares were canceled in 2019, 2018 and 2017, respectively. In 2019, 2018 and 2017, dividends of $0.05 per Common Share were declared and paid. In 2018, dividends of $0.023 and $0.034 were declared and paid, respectively, per Class B Common Share as the Board of Directors suspended further dividends on the Class B Common Shares. In 2017, dividends of $0.045 per Class B Common Share were declared and paid, respectively.
XML 33 R126.htm IDEA: XBRL DOCUMENT v3.20.1
Derivatives - Balance Sheet Location (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Other Current Assets    
Derivatives, Fair Value [Line Items]    
Assets $ 838 $ 1,020
Other Current Assets | Foreign exchange forward | Designated as Hedging Instrument    
Derivatives, Fair Value [Line Items]    
Assets 668 792
Other Current Assets | Foreign exchange forward | Not Designated as Hedging Instrument    
Derivatives, Fair Value [Line Items]    
Assets 170 228
Accrued Expenses    
Derivatives, Fair Value [Line Items]    
Liabilities 905 219
Accrued Expenses | Foreign exchange forward | Designated as Hedging Instrument    
Derivatives, Fair Value [Line Items]    
Liabilities 657 210
Accrued Expenses | Foreign exchange forward | Not Designated as Hedging Instrument    
Derivatives, Fair Value [Line Items]    
Liabilities $ 248 $ 9
XML 34 R46.htm IDEA: XBRL DOCUMENT v3.20.1
Intangibles (Tables)
12 Months Ended
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Indefinite-Lived Intangible Assets
The company's intangibles consist of the following (in thousands):
 
December 31, 2019
 
December 31, 2018
 
Historical
Cost
 
Accumulated
Amortization
 
Historical
Cost
 
Accumulated
Amortization
Customer lists
$
51,108

 
$
51,108

 
$
51,828

 
$
50,768

Trademarks
23,479

 

 
24,385

 

License agreements
2,884

 
770

 
733

 
733

Developed technology
7,483

 
6,642

 
7,608

 
6,563

Patents
5,521

 
5,521

 
5,500

 
5,497

Other
1,163

 
1,150

 
1,162

 
1,149

Intangibles
$
91,638

 
$
65,191

 
$
91,216

 
$
64,710



Schedule of Finite Lived Intangible Assets
The company's intangibles consist of the following (in thousands):
 
December 31, 2019
 
December 31, 2018
 
Historical
Cost
 
Accumulated
Amortization
 
Historical
Cost
 
Accumulated
Amortization
Customer lists
$
51,108

 
$
51,108

 
$
51,828

 
$
50,768

Trademarks
23,479

 

 
24,385

 

License agreements
2,884

 
770

 
733

 
733

Developed technology
7,483

 
6,642

 
7,608

 
6,563

Patents
5,521

 
5,521

 
5,500

 
5,497

Other
1,163

 
1,150

 
1,162

 
1,149

Intangibles
$
91,638

 
$
65,191

 
$
91,216

 
$
64,710



XML 35 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 36 R122.htm IDEA: XBRL DOCUMENT v3.20.1
Net Earnings (Loss) Per Common Share - Narrative (Details) - Stock Options - $ / shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share, amount 326,799 333,899 801,992
Average exercise price $ 25.24 $ 25.24 $ 25.79
Fair value stock price $ 6.93 $ 15.27 $ 13.93
XML 37 R42.htm IDEA: XBRL DOCUMENT v3.20.1
Other Current Assets (Tables)
12 Months Ended
Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Other Current Assets
Other Current Assets


Other current assets as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Tax receivables principally value added taxes
$
16,049

 
$
16,372

Receivable due from information technology provider
6,262

 

Prepaid insurance
2,918

 
2,626

Service contracts
2,013

 
2,201

Prepaid social charges
1,216

 

Derivatives (foreign currency forward contracts)
838

 
1,020

Prepaid inventory
684

 
521

Recoverable income taxes
297

 
787

Prepaid debt fees
207

 
395

Prepaid and other current assets
7,425

 
7,141

Other Current Assets
$
37,909

 
$
31,063


XML 38 R69.htm IDEA: XBRL DOCUMENT v3.20.1
Discontinued Operations - Narrative (Details)
12 Months Ended
Dec. 31, 2019
USD ($)
Discontinued Operations and Disposal Groups [Abstract]  
Total expenses related to discontinued operations $ 8,801,000
Payments for expenses related to discontinued operations $ 8,405,000
XML 39 R109.htm IDEA: XBRL DOCUMENT v3.20.1
Accumulated Other Comprehensive Income (Loss) by Component - Changes in Accumulated Comprehensive Income (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]      
Beginning balance $ 12,793 $ 36,870  
OCI before reclassifications (7,698) (23,660)  
Amount reclassified from accumulated OCI (1,967) (417)  
Other Comprehensive Income (Loss) (9,665) (24,077) $ 56,205
Ending balance 3,128 12,793 36,870
Foreign Currency      
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]      
Beginning balance 12,244 50,376  
OCI before reclassifications (3,346) (38,132)  
Amount reclassified from accumulated OCI 0 0  
Other Comprehensive Income (Loss) (3,346) (38,132)  
Ending balance 8,898 12,244 50,376
Long-Term Notes      
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]      
Beginning balance 2,662 (4,612)  
OCI before reclassifications (5,153) 7,274  
Amount reclassified from accumulated OCI 0 0  
Other Comprehensive Income (Loss) (5,153) 7,274  
Ending balance (2,491) 2,662 (4,612)
Defined Benefit Plans      
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]      
Beginning balance (2,703) (7,652)  
OCI before reclassifications (1,157) 5,100  
Amount reclassified from accumulated OCI 561 (151)  
Other Comprehensive Income (Loss) (596) 4,949  
Ending balance (3,299) (2,703) (7,652)
Derivatives      
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]      
Beginning balance 590 (1,242)  
OCI before reclassifications 1,958 2,098  
Amount reclassified from accumulated OCI (2,528) (266)  
Other Comprehensive Income (Loss) (570) 1,832  
Ending balance $ 20 $ 590 $ (1,242)
XML 40 R99.htm IDEA: XBRL DOCUMENT v3.20.1
Retirement and Benefit Plans - (Details)
12 Months Ended
Dec. 31, 2019
USD ($)
Times
Participants
yr
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Retirement Benefits [Abstract]      
Company matching employee contributions 66.70%    
Maximum percentage of matching contribution for total compensation 3.00%    
Discretionary contributions, percentage of qualified wages 1.00%    
Contribution expense $ 1,765,000 $ 1,786,000 $ 2,131,000
Defined Benefit Plan Disclosure [Line Items]      
Number of participants unaffected by plan conversion | Participants 3    
Defined Benefit Plan, Death Benefit Only Plan, Benefit Payment as Multiplier of Final Earnings, Current Employee | Times 3    
Death benefit only plan, benefit payment as multiplier of final earnings | Times 1    
Supplemental Executive Retirement Plan      
Defined Benefit Plan Disclosure [Line Items]      
Interest credited for active participants (as a percent) 0.00%    
Accumulated benefit obligation $ 5,824,000 $ 5,641,000  
Assumption, future salary increase rate 3.25%    
Assumed discount rate 3.22% 4.22%  
Retirement age | yr 67    
Projected benefit obligation $ 5,824,000 $ 5,641,000  
Interest (benefit) cost 392,000 193,000 246,000
Net periodic benefit (income) costs 574,000 5,000 414,000
Defined Benefit Plan, Benefit Obligation, Benefits Paid 391,000 391,000 391,000
Domestic Plan      
Defined Benefit Plan Disclosure [Line Items]      
Net periodic benefit (income) costs 561,000 (151,000) 150,000
Service cost and accrual adjustments 488,000 (253,000) 69,000
Foreign Plan | Foreign Plan      
Defined Benefit Plan Disclosure [Line Items]      
Amounts recognized in other comprehensive income (loss) $ 34,000 $ 1,079,000 $ 436,000
XML 41 R101.htm IDEA: XBRL DOCUMENT v3.20.1
Equity Compensation - Narrative (Details)
12 Months Ended
Dec. 31, 2019
USD ($)
votes
$ / shares
shares
Dec. 31, 2018
USD ($)
shares
Dec. 31, 2017
USD ($)
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Common stock par value (in dollars per share) | $ / shares $ 0.25    
Stock option related treasury stock, shares acquired | shares 112,000 140,000 85,000
Payments for Repurchase of Common Stock | $ $ 894,000 $ 2,427,000 $ 1,276,000
Proceeds from exercise of stock options | $ $ 0 2,626,000 2,676,000
Number of securities called by each warrant or right | $ / shares $ 0.001    
Number of days following a public announcement of beneficial ownership acquisition 10 days    
Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Payments for Repurchase of Common Stock | $ $ 894,000 $ 2,427,000 $ 1,276,000
Expiration period 10 years    
Award vesting percentage 25.00%    
Weighted-average fair value of options granted | $ / shares $ 5.38    
Weighted average remaining contractual term of options outstanding 3 years 8 months 12 days 3 years 9 months 18 days 3 years 10 months 24 days
Weighted-average remaining contractual term of options exercisable 1 year 7 months 6 days    
Intrinsic value of exercises in period | $ $ 0 $ 755,000 $ 350,000
Intrinsic value of options outstanding | $ 0    
Intrinsic value of options exercisable | $ 0    
Proceeds from exercise of stock options | $ 0 2,626,000 2,676,000
Fair value of awards vested in period | $ $ 2,844,000 $ 1,000 $ 363,000
Award vesting period 4 years    
Restricted stock and restricted stock units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Decrease of shares available for grant due to award activity | shares (510,028)    
Award vesting period 3 years    
Performance shares and performance share units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period 3 years    
Decrease of shares available for grant due to award activity | shares 812,396    
Performance achievement level, lower range 0.00%    
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Performance Award Target Acheivement, Upper Range, Percentage 150.00%    
Performance achievement level, target range 100.00%    
2018 Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of shares authorized | shares 3,851,945    
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | shares 3,000,000    
2013 Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of shares authorized | shares   3,994,255 2,131,355
Share-based Compensation Arrangement by Share-based Payment Award, Number of Share Awards Underlying from 2003 Plan | shares 905,263    
Weighted Average | Performance shares and performance share units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized compensation expense, period for recognition 3 years    
Class B Common Shares      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Ratio of votes per share of Class B common stock to common stock | votes 10    
Common Stock, Shares, Outstanding | shares 6,357    
Common Stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Common Stock, Holders Percentage of Total Outstanding 99.90%    
XML 42 R61.htm IDEA: XBRL DOCUMENT v3.20.1
Subsequent Events (Tables)
12 Months Ended
Dec. 31, 2019
Subsequent Event [Line Items]  
Schedule of Subsequent Events
The asset and liabilities of Dynamic Controls as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Trade receivables, net
$
1,804

 
$
2,528

Inventories, net
3,008

 
2,980

Other assets
933

 
1,014

Property and equipment, net
707

 
847

Operating lease assets, net
1,870

 

Total assets
$
8,322

 
$
7,369

 
 
 
 
Accounts payable
$
4,501

 
$
5,183

Accrued expenses
2,108

 
1,614

Current taxes payable
92

 
50

Current portion of operating lease obligations
393

 

Operating lease long-term obligations
1,754

 

Total liabilities
$
8,848

 
$
6,847


XML 43 R91.htm IDEA: XBRL DOCUMENT v3.20.1
Other Long-Term Obligations - Narrative (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Dec. 31, 2016
Apr. 23, 2015
Income Tax Examination [Line Items]          
Net Book Value of Assets Sold     $ 2,900,000    
Deferred gain on sale leaseback $ 5,819,000 $ 6,124,000     $ 7,414,000
Sale Leaseback Transaction, Current Period Gain Recognized 295,000 284,000      
Convertible Subordinated Debt | Convertible Senior Notes at 5.00% February 2021          
Income Tax Examination [Line Items]          
Debt Instrument, Face Amount $ 61,091,000 $ 150,000,000   $ 150,000,000  
Interest rate (as a percent) 5.00%     5.00%  
XML 44 R95.htm IDEA: XBRL DOCUMENT v3.20.1
Leases and Commitments - Future Minimum Lease Commitments (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Finance Leases    
Capital Leases - 2020 $ 3,785  
Capital Leases - 2021 3,510  
Capital Leases - 2022 2,507  
Capital Leases - 2023 2,452  
Capital Leases - 2024 2,445  
Capital Leases - Thereafter 25,054  
Total future minimum lease payments 39,753  
Amounts representing interest (10,759)  
Operating Leases, Future Minimum Payments, Interest Included in Payments (2,775)  
Present value of minimum lease payments 28,994  
Operating Leases    
Operating Leases - 2020 8,063  
Operating Leases - 2021 6,144  
Operating Leases - 2022 3,775  
Operating Leases - 2023 1,419  
Operating Leases - 2024 1,113  
Operating Leases - Thereafter 1,111  
Total future minimum lease payments 21,625  
Operating Leases, Future Minimum Payments, Present Value of Net Minimum Payments 18,850  
Finance Lease, Liability, Current (2,514) $ (2,110)
Operating Lease, Liability, Current (6,790) 0
Finance Lease Long-term Obligations 26,480 27,802
Operating Leases Long-term Obligations $ 12,060 $ 0
XML 45 R105.htm IDEA: XBRL DOCUMENT v3.20.1
Equity Compensation - Stock Options Outstanding by Exercise Price (Details) - $ / shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]        
Options Outstanding - Weighted Average Exercise Price (in dollars per share) $ 18.26 $ 18.78 $ 19.44 $ 21.19
Stock Options        
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]        
Exercise price range, lower limit (in dollars per shares) 12.15 12.15 13.37  
Exercise price range, upper limit (in dollars per shares) $ 33.36 $ 33.36 $ 33.36  
Options Outstanding - Number Outstanding at end of period (in shares) 1,441,202      
Options Outstanding - Weighted Average Remaining Contractual Life 3 years 8 months 12 days      
Options Outstanding - Weighted Average Exercise Price (in dollars per share) $ 18.26      
Options Exercisable - Number Exercisable at end of period (in shares) 910,267      
Options Exercisable - Weighted Average Exercise Price (in dollars per share) $ 21.82      
Stock Options | $ 12.15 – $20.00        
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]        
Exercise price range, lower limit (in dollars per shares) 12.15      
Exercise price range, upper limit (in dollars per shares) $ 20      
Options Outstanding - Number Outstanding at end of period (in shares) 792,284      
Options Outstanding - Weighted Average Remaining Contractual Life 5 years 9 months 18 days      
Options Outstanding - Weighted Average Exercise Price (in dollars per share) $ 12.75      
Options Exercisable - Number Exercisable at end of period (in shares) 261,349      
Options Exercisable - Weighted Average Exercise Price (in dollars per share) $ 13.98      
Stock Options | $ 20.01 – $25.00        
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]        
Exercise price range, lower limit (in dollars per shares) 20.01      
Exercise price range, upper limit (in dollars per shares) $ 25      
Options Outstanding - Number Outstanding at end of period (in shares) 306,999      
Options Outstanding - Weighted Average Remaining Contractual Life 1 year 8 months 12 days      
Options Outstanding - Weighted Average Exercise Price (in dollars per share) $ 24.45      
Options Exercisable - Number Exercisable at end of period (in shares) 306,999      
Options Exercisable - Weighted Average Exercise Price (in dollars per share) $ 24.45      
Stock Options | $ 25.01 – $30.00        
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]        
Exercise price range, lower limit (in dollars per shares) 25.01      
Exercise price range, upper limit (in dollars per shares) $ 30      
Options Outstanding - Number Outstanding at end of period (in shares) 337,423      
Options Outstanding - Weighted Average Remaining Contractual Life 18 days      
Options Outstanding - Weighted Average Exercise Price (in dollars per share) $ 25.33      
Options Exercisable - Number Exercisable at end of period (in shares) 337,423      
Options Exercisable - Weighted Average Exercise Price (in dollars per share) $ 25.33      
Stock Options | $ 30.01 – $33.36        
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]        
Exercise price range, lower limit (in dollars per shares) 30.01      
Exercise price range, upper limit (in dollars per shares) $ 33.36      
Options Outstanding - Number Outstanding at end of period (in shares) 4,496      
Options Outstanding - Weighted Average Remaining Contractual Life 1 year 4 months 24 days      
Options Outstanding - Weighted Average Exercise Price (in dollars per share) $ 33.36      
Options Exercisable - Number Exercisable at end of period (in shares) 4,496      
Options Exercisable - Weighted Average Exercise Price (in dollars per share) $ 33.36      
XML 46 R65.htm IDEA: XBRL DOCUMENT v3.20.1
Accounting Policies - Product Liability Cost (Details)
12 Months Ended
Dec. 31, 2019
USD ($)
Accounting Policies [Abstract]  
Annual policy losses insured per occurence $ 10,000,000
Annual policy losses, in aggregate 13,000,000
Annual policy losses, external insurance coverage, in aggregate $ 75,000,000
JSON 47 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "a2019ivc10-k.htm": { "axisCustom": 1, "axisStandard": 36, "contextCount": 637, "dts": { "calculationLink": { "local": [ "ivc-20191231_cal.xml" ] }, "definitionLink": { "local": [ "ivc-20191231_def.xml" ], "remote": [ "http://xbrl.fasb.org/us-gaap/2018/elts/us-gaap-eedm-def-2018-01-31.xml", "http://xbrl.fasb.org/srt/2018/elts/srt-eedm1-def-2018-01-31.xml" ] }, "inline": { "local": [ "a2019ivc10-k.htm" ] }, "labelLink": { "local": [ "ivc-20191231_lab.xml" ], "remote": [ "http://xbrl.fasb.org/us-gaap/2018/elts/us-gaap-doc-2018-01-31.xml", "https://xbrl.sec.gov/dei/2019/dei-doc-2019-01-31.xml", "http://xbrl.fasb.org/srt/2018/elts/srt-doc-2018-01-31.xml" ] }, "presentationLink": { "local": [ "ivc-20191231_pre.xml" ] }, "referenceLink": { "remote": [ "https://xbrl.sec.gov/dei/2019/dei-ref-2019-01-31.xml", "http://xbrl.fasb.org/srt/2018/elts/srt-ref-2018-01-31.xml", "http://xbrl.fasb.org/us-gaap/2018/elts/us-gaap-ref-2018-01-31.xml" ] }, "schema": { "local": [ "ivc-20191231.xsd" ], "remote": [ "http://xbrl.fasb.org/srt/2018/elts/srt-2018-01-31.xsd", "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/dtr/type/numeric-2009-12-16.xsd", "http://www.xbrl.org/dtr/type/nonNumeric-2009-12-16.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://xbrl.fasb.org/srt/2018/elts/srt-types-2018-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2018/elts/us-gaap-2018-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2018/elts/us-roles-2018-01-31.xsd", "http://xbrl.fasb.org/srt/2018/elts/srt-roles-2018-01-31.xsd", "http://xbrl.sec.gov/country/2017/country-2017-01-31.xsd", "http://xbrl.fasb.org/us-gaap/2018/elts/us-types-2018-01-31.xsd", "http://www.xbrl.org/lrr/arcrole/factExplanatory-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://xbrl.sec.gov/currency/2017/currency-2017-01-31.xsd", "https://xbrl.sec.gov/dei/2019/dei-2019-01-31.xsd", "https://xbrl.sec.gov/exch/2018/exch-2018-01-31.xsd", "http://xbrl.sec.gov/naics/2017/naics-2017-01-31.xsd", "http://xbrl.sec.gov/sic/2011/sic-2011-01-31.xsd", "https://xbrl.sec.gov/stpr/2018/stpr-2018-01-31.xsd", "http://www.xbrl.org/lrr/role/deprecated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "http://xbrl.fasb.org/us-gaap/2018/elts/us-parts-codification-2018-01-31.xsd" ] } }, "elementCount": 1097, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2018-01-31": 42, "http://www.invacare.com/20191231": 8, "http://xbrl.sec.gov/dei/2019-01-31": 6, "total": 56 }, "keyCustom": 190, "keyStandard": 575, "memberCustom": 68, "memberStandard": 75, "nsprefix": "ivc", "nsuri": "http://www.invacare.com/20191231", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "0001000 - Document - Document And Entity Information", "role": "http://www.invacare.com/role/DocumentAndEntityInformation", "shortName": "Document And Entity Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2105100 - Disclosure - Discontinued Operations", "role": "http://www.invacare.com/role/DiscontinuedOperations", "shortName": "Discontinued Operations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R100": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "us-gaap:QuarterlyFinancialInformationTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4QTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2425402 - Disclosure - Revenues (Details)", "role": "http://www.invacare.com/role/RevenuesDetails", "shortName": "Revenues (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:RevenueRecognitionMultipleDeliverableArrangementsTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "2", "lang": null, "name": "ivc:NetRevenue", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R101": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unique": true, "unitRef": "usdPerShare", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2426402 - Disclosure - Equity Compensation - Narrative (Details)", "role": "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "shortName": "Equity Compensation - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unique": true, "unitRef": "usdPerShare", "xsiNil": "false" } }, "R102": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2426403 - Disclosure - Equity Compensation - Share-based Compensation Expense (Details)", "role": "http://www.invacare.com/role/EquityCompensationShareBasedCompensationExpenseDetails", "shortName": "Equity Compensation - Share-based Compensation Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfCompensationCostForShareBasedPaymentArrangementsAllocationOfShareBasedCompensationCostsByPlanTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD_us-gaap_IncomeStatementLocationAxis_us-gaap_SellingGeneralAndAdministrativeExpensesMember", "decimals": "-3", "lang": null, "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R103": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2426404 - Disclosure - Equity Compensation - Unrecognized Compensation Expense (Details)", "role": "http://www.invacare.com/role/EquityCompensationUnrecognizedCompensationExpenseDetails", "shortName": "Equity Compensation - Unrecognized Compensation Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R104": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2018Q4", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2426405 - Disclosure - Equity Compensation - Options Activity (Details)", "role": "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails", "shortName": "Equity Compensation - Options Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2016Q4", "decimals": "INF", "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R105": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "2", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "reportCount": 1, "unitRef": "usdPerShare", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2426406 - Disclosure - Equity Compensation - Stock Options Outstanding by Exercise Price (Details)", "role": "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails", "shortName": "Equity Compensation - Stock Options Outstanding by Exercise Price (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_us-gaap_AwardTypeAxis_us-gaap_EmployeeStockOptionMember", "decimals": "INF", "lang": null, "name": "us-gaap:ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeNumberOfOutstandingOptions", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R106": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "3", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2426407 - Disclosure - Equity Compensation - Assumptions (Details)", "role": "http://www.invacare.com/role/EquityCompensationAssumptionsDetails", "shortName": "Equity Compensation - Assumptions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "3", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R107": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2018Q4_us-gaap_AwardTypeAxis_ivc_RestrictedStockandRestrictedStockUnitsRSUsMember", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2426408 - Disclosure - Equity Compensation - Restricted Stock Activity (Details)", "role": "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails", "shortName": "Equity Compensation - Restricted Stock Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2016Q4_us-gaap_AwardTypeAxis_ivc_RestrictedStockandRestrictedStockUnitsRSUsMember", "decimals": "INF", "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R108": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ShareBasedCompensationPerformanceSharesAwardUnvestedActivityTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2018Q4_us-gaap_AwardTypeAxis_us-gaap_PerformanceSharesMember", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2426409 - Disclosure - Equity Compensation - Performance Share Activity (Details)", "role": "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "shortName": "Equity Compensation - Performance Share Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ShareBasedCompensationPerformanceSharesAwardUnvestedActivityTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2016Q4_us-gaap_AwardTypeAxis_us-gaap_PerformanceSharesMember", "decimals": "0", "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R109": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "us-gaap:ComprehensiveIncomeNoteTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:AccumulatedOtherComprehensiveIncomeLossNetOfTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2427402 - Disclosure - Accumulated Other Comprehensive Income (Loss) by Component - Changes in Accumulated Comprehensive Income (Details)", "role": "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails", "shortName": "Accumulated Other Comprehensive Income (Loss) by Component - Changes in Accumulated Comprehensive Income (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "us-gaap:ComprehensiveIncomeNoteTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "lang": null, "name": "us-gaap:OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2106100 - Disclosure - Receivables", "role": "http://www.invacare.com/role/Receivables", "shortName": "Receivables", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R110": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:CostOfRevenue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2427403 - Disclosure - Accumulated Other Comprehensive Income (Loss) by Component - Reclassifications out of Accumulated Other Comprehensive Income (Details)", "role": "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails", "shortName": "Accumulated Other Comprehensive Income (Loss) by Component - Reclassifications out of Accumulated Other Comprehensive Income (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfAmountsRecognizedInOtherComprehensiveIncomeLossTableTextBlock", "us-gaap:ComprehensiveIncomeNoteTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD_us-gaap_ReclassificationOutOfAccumulatedOtherComprehensiveIncomeAxis_us-gaap_ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember_us-gaap_StatementEquityComponentsAxis_us-gaap_AccumulatedDefinedBenefitPlansAdjustmentMember", "decimals": "-3", "lang": null, "name": "us-gaap:SellingGeneralAndAdministrativeExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R111": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfCapitalUnitsTextBlock", "us-gaap:ScheduleOfStockholdersEquityTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:TreasuryStockShares", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2428402 - Disclosure - Capital Stock - (Details)", "role": "http://www.invacare.com/role/CapitalStockDetails", "shortName": "Capital Stock - (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfCapitalUnitsTextBlock", "us-gaap:ScheduleOfStockholdersEquityTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2016Q4", "decimals": "-3", "lang": null, "name": "us-gaap:TreasuryStockShares", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R112": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:RestructuringReserve", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2429402 - Disclosure - Charges Related To Restructuring Activities - (Details)", "role": "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails", "shortName": "Charges Related To Restructuring Activities - (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfRestructuringReserveByTypeOfCostTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2016Q4", "decimals": "-3", "lang": null, "name": "us-gaap:RestructuringReserve", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R113": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4QTD", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:RestructuringCharges", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2429403 - Disclosure - Charges Related To Restructuring Activities - Narrative (Details)", "role": "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails", "shortName": "Charges Related To Restructuring Activities - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "lang": "en-US", "name": "ivc:RestructuringAndRelatedActivitiesExpectedPayoutPeriod", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R114": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2430402 - Disclosure - Income Taxes - Income Before Income Tax (Details)", "role": "http://www.invacare.com/role/IncomeTaxesIncomeBeforeIncomeTaxDetails", "shortName": "Income Taxes - Income Before Income Tax (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R115": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2430403 - Disclosure - Income Taxes - Income Tax Expense (Benefit) (Details)", "role": "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails", "shortName": "Income Taxes - Income Tax Expense (Benefit) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "us-gaap:IncomeTaxDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R116": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "3", "first": true, "lang": null, "name": "ivc:EffectsofUSTaxReform", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2430404 - Disclosure - Income Taxes - Rate Reconciliation (Details)", "role": "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails", "shortName": "Income Taxes - Rate Reconciliation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "3", "first": true, "lang": null, "name": "ivc:EffectsofUSTaxReform", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R117": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "ivc:DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAllowanceForDoubtfulAccountsNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2430405 - Disclosure - Income Taxes - Components of Deferred Income Tax (Details)", "role": "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails", "shortName": "Income Taxes - Components of Deferred Income Tax (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "ivc:DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAllowanceForDoubtfulAccountsNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R118": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2430406 - Disclosure - Income Taxes - Unrecognized Tax Liability (Details)", "role": "http://www.invacare.com/role/IncomeTaxesUnrecognizedTaxLiabilityDetails", "shortName": "Income Taxes - Unrecognized Tax Liability (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2017Q4", "decimals": "-3", "lang": null, "name": "us-gaap:UnrecognizedTaxBenefits", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R119": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2018Q4", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DeferredTaxAssetIntraEntityTransferAssetOtherThanInventory", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2430407 - Disclosure - Income Taxes - (Narrative) (Details)", "role": "http://www.invacare.com/role/IncomeTaxesNarrativeDetails", "shortName": "Income Taxes - (Narrative) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2018Q4", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DeferredTaxAssetIntraEntityTransferAssetOtherThanInventory", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InventoryDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2107100 - Disclosure - Inventories", "role": "http://www.invacare.com/role/Inventories", "shortName": "Inventories", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:InventoryDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R120": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2017Q4YTD", "decimals": "2", "first": true, "lang": null, "name": "ivc:NewCorporateTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2430408 - Disclosure - Income Taxes - US Tax Act of 2017 (Details)", "role": "http://www.invacare.com/role/IncomeTaxesUsTaxActOf2017Details", "shortName": "Income Taxes - US Tax Act of 2017 (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2017Q4YTD", "decimals": "2", "first": true, "lang": null, "name": "ivc:NewCorporateTaxRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R121": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "us-gaap:EarningsPerShareTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:WeightedAverageNumberOfSharesOutstandingBasic", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2431402 - Disclosure - Net Earnings (Loss) Per Common Share - Computation of Basic and Diluted Net Earnings Per Common Share (Details)", "role": "http://www.invacare.com/role/NetEarningsLossPerCommonShareComputationOfBasicAndDilutedNetEarningsPerCommonShareDetails", "shortName": "Net Earnings (Loss) Per Common Share - Computation of Basic and Diluted Net Earnings Per Common Share (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "us-gaap:EarningsPerShareTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "lang": null, "name": "us-gaap:IncrementalCommonSharesAttributableToShareBasedPaymentArrangements", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R122": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD_us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis_us-gaap_EmployeeStockOptionMember", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2431403 - Disclosure - Net Earnings (Loss) Per Common Share - Narrative (Details)", "role": "http://www.invacare.com/role/NetEarningsLossPerCommonShareNarrativeDetails", "shortName": "Net Earnings (Loss) Per Common Share - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD_us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis_us-gaap_EmployeeStockOptionMember", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R123": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD_us-gaap_ConcentrationRiskByBenchmarkAxis_us-gaap_SalesRevenueNetMember_us-gaap_ConcentrationRiskByTypeAxis_us-gaap_CustomerConcentrationRiskMember", "decimals": "0", "first": true, "lang": null, "name": "ivc:NumberOfCustomersUsedForConcentrationRiskDisclosure", "reportCount": 1, "unique": true, "unitRef": "Customer", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2432401 - Disclosure - Concentration Of Credit Risk - (Details)", "role": "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails", "shortName": "Concentration Of Credit Risk - (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD_us-gaap_ConcentrationRiskByBenchmarkAxis_us-gaap_SalesRevenueNetMember_us-gaap_ConcentrationRiskByTypeAxis_us-gaap_CustomerConcentrationRiskMember", "decimals": "0", "first": true, "lang": null, "name": "ivc:NumberOfCustomersUsedForConcentrationRiskDisclosure", "reportCount": 1, "unique": true, "unitRef": "Customer", "xsiNil": "false" } }, "R124": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfOtherDerivativesNotDesignatedAsHedgingInstrumentsStatementsOfFinancialPerformanceAndFinancialPositionLocationTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_us-gaap_HedgingDesignationAxis_us-gaap_NondesignatedMember", "decimals": "-3", "first": true, "lang": null, "name": "ivc:NotionalAmountDerivative", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2434402 - Disclosure - Derivatives - Notional Amounts - Designated as Hedges (Details)", "role": "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails", "shortName": "Derivatives - Notional Amounts - Designated as Hedges (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfNotionalAmountsOfOutstandingDerivativePositionsTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_us-gaap_HedgingDesignationAxis_us-gaap_DesignatedAsHedgingInstrumentMember", "decimals": "-3", "lang": null, "name": "ivc:NotionalAmountDerivative", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R125": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfOtherDerivativesNotDesignatedAsHedgingInstrumentsStatementsOfFinancialPerformanceAndFinancialPositionLocationTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_us-gaap_HedgingDesignationAxis_us-gaap_NondesignatedMember", "decimals": "-3", "first": true, "lang": null, "name": "ivc:NotionalAmountDerivative", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2434403 - Disclosure - Derivatives - Notional Amounts - Not Designated as Hedges (Details)", "role": "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails", "shortName": "Derivatives - Notional Amounts - Not Designated as Hedges (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfOtherDerivativesNotDesignatedAsHedgingInstrumentsStatementsOfFinancialPerformanceAndFinancialPositionLocationTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_us-gaap_DerivativeInstrumentRiskAxis_ivc_ForeignExchangeForwardAUDUSDMember_us-gaap_HedgingDesignationAxis_us-gaap_NondesignatedMember", "decimals": "-3", "lang": null, "name": "ivc:NotionalAmountDerivative", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R126": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_us-gaap_BalanceSheetLocationAxis_us-gaap_OtherCurrentAssetsMember", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DerivativeFairValueOfDerivativeAsset", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2434404 - Disclosure - Derivatives - Balance Sheet Location (Details)", "role": "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails", "shortName": "Derivatives - Balance Sheet Location (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_us-gaap_BalanceSheetLocationAxis_us-gaap_OtherCurrentAssetsMember", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DerivativeFairValueOfDerivativeAsset", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R127": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodBeforeTax", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2434405 - Disclosure - Derivatives - Gain (Loss) in Statement of Finacial Position (Details)", "role": "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails", "shortName": "Derivatives - Gain (Loss) in Statement of Finacial Position (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDerivativeInstrumentsEffectOnOtherComprehensiveIncomeLossTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD_us-gaap_DerivativeInstrumentRiskAxis_us-gaap_ForeignExchangeForwardMember_us-gaap_DerivativeInstrumentsGainLossByHedgingRelationshipAxis_us-gaap_CashFlowHedgingMember", "decimals": "-3", "lang": null, "name": "us-gaap:OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodBeforeTax", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R128": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceOfWarrants", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2434406 - Disclosure - Derivatives - Narrative (Details)", "role": "http://www.invacare.com/role/DerivativesNarrativeDetails", "shortName": "Derivatives - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD_srt_RangeAxis_srt_MinimumMember", "decimals": "INF", "lang": null, "name": "ivc:DerivativePercentageOfForcastedTransactionsWithCurrencyRateExposure", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R129": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "0", "first": true, "lang": null, "name": "ivc:ConvertibleDebt2021ConversionFeatureFairValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2434407 - Disclosure - Derivatives - Fair Value of Convertible Debt Hedges (Details)", "role": "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "shortName": "Derivatives - Fair Value of Convertible Debt Hedges (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfFairValueHedgingInstrumentsStatementsOfFinancialPerformanceAndFinancialPositionLocationTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "lang": null, "name": "ivc:FairValuesConvertibleDebtHedgesNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherCurrentAssetsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2108100 - Disclosure - Other Current Assets", "role": "http://www.invacare.com/role/OtherCurrentAssets", "shortName": "Other Current Assets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherCurrentAssetsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R130": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "0", "first": true, "lang": null, "name": "ivc:ConvertibleDebt2021ConversionFeatureFairValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2435402 - Disclosure - Fair Values of Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details)", "role": "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails", "shortName": "Fair Values of Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfFairValueHedgingInstrumentsStatementsOfFinancialPerformanceAndFinancialPositionLocationTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_us-gaap_DerivativeInstrumentRiskAxis_ivc_ConvertibleDebtBondHedgeMember_us-gaap_FairValueByFairValueHierarchyLevelAxis_us-gaap_FairValueInputsLevel2Member_us-gaap_FairValueByMeasurementFrequencyAxis_us-gaap_FairValueMeasurementsRecurringMember", "decimals": "-3", "lang": null, "name": "ivc:Convertibledue2021BondHedgeFairValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R131": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:FairValueByBalanceSheetGroupingTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_us-gaap_FairValueByMeasurementBasisAxis_us-gaap_CarryingReportedAmountFairValueDisclosureMember", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:CashAndCashEquivalentsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2435403 - Disclosure - Fair Values of Financial Instruments - Details of Book Value and Fair Value of Financial Instruments (Details)", "role": "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails", "shortName": "Fair Values of Financial Instruments - Details of Book Value and Fair Value of Financial Instruments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:FairValueByBalanceSheetGroupingTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_us-gaap_FairValueByMeasurementBasisAxis_us-gaap_CarryingReportedAmountFairValueDisclosureMember", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:CashAndCashEquivalentsFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R132": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "ivc:GoodwillImpairmentTestDebtInstrumentTerm", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2435404 - Disclosure - Fair Values of Financial Instruments - Narrative (Details)", "role": "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "shortName": "Fair Values of Financial Instruments - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R133": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_us-gaap_ConcentrationRiskByBenchmarkAxis_us-gaap_SalesRevenueNetMember_us-gaap_ConcentrationRiskByTypeAxis_us-gaap_CustomerConcentrationRiskMember", "decimals": "3", "first": true, "lang": null, "name": "ivc:ConcentrationRisksPercentofRevenuefromSingleCustomerMaximum", "reportCount": 1, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2438402 - Disclosure - Business Segments - (Narrative) (Details)", "role": "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails", "shortName": "Business Segments - (Narrative) (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R134": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "us-gaap:QuarterlyFinancialInformationTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4QTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2438403 - Disclosure - Business Segments - (Information by Segment) (Details)", "role": "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "shortName": "Business Segments - (Information by Segment) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "lang": null, "name": "us-gaap:InterestIncomeExpenseNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R135": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "us-gaap:QuarterlyFinancialInformationTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4QTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2438404 - Disclosure - Business Segments - (Net Sales by Product) (Details)", "role": "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails", "shortName": "Business Segments - (Net Sales by Product) (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD_srt_ConsolidationItemsAxis_us-gaap_OperatingSegmentsMember_srt_ProductOrServiceAxis_ivc_LifestyleProductsMember_us-gaap_StatementBusinessSegmentsAxis_srt_NorthAmericaMember", "decimals": "-3", "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R136": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:AccountsReceivableNetCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2441402 - Disclosure - Subsequent Events (Details)", "role": "http://www.invacare.com/role/SubsequentEventsDetails", "shortName": "Subsequent Events (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD_us-gaap_StatementBusinessSegmentsAxis_us-gaap_AllOtherSegmentsMember", "decimals": "0", "lang": null, "name": "us-gaap:ProceedsFromDivestitureOfInterestInSubsidiariesAndAffiliates", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R137": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "us-gaap:QuarterlyFinancialInformationTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4QTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2442402 - Disclosure - Interim Financial Information - (Details)", "role": "http://www.invacare.com/role/InterimFinancialInformationDetails", "shortName": "Interim Financial Information - (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "us-gaap:QuarterlyFinancialInformationTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4QTD", "decimals": "-3", "lang": null, "name": "us-gaap:GrossProfit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R138": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4QTD", "decimals": "2", "first": true, "lang": null, "name": "ivc:GainLossonExtinguishmentofDebtNetofTaxPerDilutedShare", "reportCount": 1, "unique": true, "unitRef": "usdPerShare", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2442403 - Disclosure - Interim Financial Information - Narrative (Details)", "role": "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails", "shortName": "Interim Financial Information - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4QTD", "decimals": "2", "first": true, "lang": null, "name": "ivc:GainLossonExtinguishmentofDebtNetofTaxPerDilutedShare", "reportCount": 1, "unique": true, "unitRef": "usdPerShare", "xsiNil": "false" } }, "R139": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2018Q4_us-gaap_ValuationAllowancesAndReservesTypeAxis_us-gaap_AllowanceForCreditLossMember", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:ValuationAllowancesAndReservesBalance", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2443401 - Disclosure - Schedule II - Valuation and Qualifying Accounts - (Details)", "role": "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails", "shortName": "Schedule II - Valuation and Qualifying Accounts - (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2016Q4_us-gaap_ValuationAllowancesAndReservesTypeAxis_us-gaap_AllowanceForCreditLossMember", "decimals": "-3", "lang": null, "name": "us-gaap:ValuationAllowancesAndReservesBalance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2109100 - Disclosure - Other Long-Term Assets", "role": "http://www.invacare.com/role/OtherLongTermAssets", "shortName": "Other Long-Term Assets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2113100 - Disclosure - Property And Equipment", "role": "http://www.invacare.com/role/PropertyAndEquipment", "shortName": "Property And Equipment", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "ivc:LeaseAssetsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2114100 - Disclosure - Lease Assets (Notes)", "role": "http://www.invacare.com/role/LeaseAssetsNotes", "shortName": "Lease Assets (Notes)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "ivc:LeaseAssetsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2115100 - Disclosure - Goodwill", "role": "http://www.invacare.com/role/Goodwill", "shortName": "Goodwill", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:GoodwillDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2116100 - Disclosure - Intangibles", "role": "http://www.invacare.com/role/Intangibles", "shortName": "Intangibles", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IntangibleAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2118100 - Disclosure - Accrued Expenses", "role": "http://www.invacare.com/role/AccruedExpenses", "shortName": "Accrued Expenses", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1001000 - Statement - Consolidated Statement Of Comprehensive Income (Loss)", "role": "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "shortName": "Consolidated Statement Of Comprehensive Income (Loss)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "lang": null, "name": "us-gaap:InterestExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtAndCapitalLeasesDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2119100 - Disclosure - Long-Term Debt", "role": "http://www.invacare.com/role/LongTermDebt", "shortName": "Long-Term Debt", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtAndCapitalLeasesDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "us-gaap:OtherNoncurrentLiabilitiesTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherLiabilitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2121100 - Disclosure - Other Long-Term Obligations", "role": "http://www.invacare.com/role/OtherLongTermObligations", "shortName": "Other Long-Term Obligations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "us-gaap:OtherNoncurrentLiabilitiesTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherLiabilitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeasesOfLesseeDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2123100 - Disclosure - Leases and Commitments", "role": "http://www.invacare.com/role/LeasesAndCommitments", "shortName": "Leases and Commitments", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeasesOfLesseeDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2124100 - Disclosure - Retirement and Benefit Plans", "role": "http://www.invacare.com/role/RetirementAndBenefitPlans", "shortName": "Retirement and Benefit Plans", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "ivc:RevenueDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2125100 - Disclosure - Revenues (Notes)", "role": "http://www.invacare.com/role/RevenuesNotes", "shortName": "Revenues (Notes)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "ivc:RevenueDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2126100 - Disclosure - Equity Compensation", "role": "http://www.invacare.com/role/EquityCompensation", "shortName": "Equity Compensation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ComprehensiveIncomeNoteTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2127100 - Disclosure - Accumulated Other Comprehensive Income (Loss) by Component", "role": "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponent", "shortName": "Accumulated Other Comprehensive Income (Loss) by Component", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ComprehensiveIncomeNoteTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfStockholdersEquityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2128100 - Disclosure - Capital Stock", "role": "http://www.invacare.com/role/CapitalStock", "shortName": "Capital Stock", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfStockholdersEquityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2129100 - Disclosure - Charges Related To Restructuring Activities", "role": "http://www.invacare.com/role/ChargesRelatedToRestructuringActivities", "shortName": "Charges Related To Restructuring Activities", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RestructuringAndRelatedActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2130100 - Disclosure - Income Taxes", "role": "http://www.invacare.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": null, "groupType": "statement", "isDefault": "false", "longName": "1001001 - Statement - Consolidated Statement of Comprehensive Income (Parenthetical)", "role": "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeParenthetical", "shortName": "Consolidated Statement of Comprehensive Income (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R30": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2131100 - Disclosure - Net Earnings (Loss) Per Common Share", "role": "http://www.invacare.com/role/NetEarningsLossPerCommonShare", "shortName": "Net Earnings (Loss) Per Common Share", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ConcentrationRiskDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2132100 - Disclosure - Concentration Of Credit Risk", "role": "http://www.invacare.com/role/ConcentrationOfCreditRisk", "shortName": "Concentration Of Credit Risk", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ConcentrationRiskDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2134100 - Disclosure - Derivatives", "role": "http://www.invacare.com/role/Derivatives", "shortName": "Derivatives", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2135100 - Disclosure - Fair Value of Financial Instruments", "role": "http://www.invacare.com/role/FairValueOfFinancialInstruments", "shortName": "Fair Value of Financial Instruments", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2138100 - Disclosure - Business Segments", "role": "http://www.invacare.com/role/BusinessSegments", "shortName": "Business Segments", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SegmentReportingDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LossContingencyDisclosures", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2140100 - Disclosure - Contingencies", "role": "http://www.invacare.com/role/Contingencies", "shortName": "Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LossContingencyDisclosures", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2141100 - Disclosure - Subsequent Events (Notes)", "role": "http://www.invacare.com/role/SubsequentEventsNotes", "shortName": "Subsequent Events (Notes)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:QuarterlyFinancialInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2142100 - Disclosure - Interim Financial Information", "role": "http://www.invacare.com/role/InterimFinancialInformation", "shortName": "Interim Financial Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:QuarterlyFinancialInformationTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2143100 - Disclosure - Schedule II - Valuation and Qualifying Accounts", "role": "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccounts", "shortName": "Schedule II - Valuation and Qualifying Accounts", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "srt:ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2203201 - Disclosure - Accounting Policies (Policies)", "role": "http://www.invacare.com/role/AccountingPoliciesPolicies", "shortName": "Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:NatureOfOperations", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002000 - Statement - Consolidated Balance Sheets", "role": "http://www.invacare.com/role/ConsolidatedBalanceSheets", "shortName": "Consolidated Balance Sheets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "lang": null, "name": "us-gaap:AssetsCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "ivc:ScheduleofAccountsReceivableTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2306301 - Disclosure - Receivables (Tables)", "role": "http://www.invacare.com/role/ReceivablesTables", "shortName": "Receivables (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "ivc:ScheduleofAccountsReceivableTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "us-gaap:InventoryDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2307301 - Disclosure - Inventories (Tables)", "role": "http://www.invacare.com/role/InventoriesTables", "shortName": "Inventories (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:InventoryDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2308301 - Disclosure - Other Current Assets (Tables)", "role": "http://www.invacare.com/role/OtherCurrentAssetsTables", "shortName": "Other Current Assets (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherAssetsNoncurrentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2309301 - Disclosure - Other Long-Term Assets (Tables)", "role": "http://www.invacare.com/role/OtherLongTermAssetsTables", "shortName": "Other Long-Term Assets (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherAssetsNoncurrentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2313301 - Disclosure - Property And Equipment (Tables)", "role": "http://www.invacare.com/role/PropertyAndEquipmentTables", "shortName": "Property And Equipment (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2315301 - Disclosure - Goodwill (Tables)", "role": "http://www.invacare.com/role/GoodwillTables", "shortName": "Goodwill (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfGoodwillTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIndefiniteLivedIntangibleAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2316301 - Disclosure - Intangibles (Tables)", "role": "http://www.invacare.com/role/IntangiblesTables", "shortName": "Intangibles (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIndefiniteLivedIntangibleAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "us-gaap:AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2318301 - Disclosure - Accrued Expenses (Tables)", "role": "http://www.invacare.com/role/AccruedExpensesTables", "shortName": "Accrued Expenses (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "us-gaap:DebtAndCapitalLeasesDisclosuresTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2319301 - Disclosure - Long-Term Debt (Tables)", "role": "http://www.invacare.com/role/LongTermDebtTables", "shortName": "Long-Term Debt (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:DebtAndCapitalLeasesDisclosuresTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherNoncurrentLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2321301 - Disclosure - Other Long-Term Obligations (Tables)", "role": "http://www.invacare.com/role/OtherLongTermObligationsTables", "shortName": "Other Long-Term Obligations (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherNoncurrentLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfCapitalUnitsTextBlock", "us-gaap:ScheduleOfStockholdersEquityTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:TreasuryStockShares", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1002501 - Statement - Consolidated Balance Sheets (Parenthetical)", "role": "http://www.invacare.com/role/ConsolidatedBalanceSheetsParenthetical", "shortName": "Consolidated Balance Sheets (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": null }, "R50": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2323301 - Disclosure - Leases and Commitments (Tables)", "role": "http://www.invacare.com/role/LeasesAndCommitmentsTables", "shortName": "Leases and Commitments (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LeaseCostTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueRecognitionMultipleDeliverableArrangementsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2325301 - Disclosure - Revenues (Tables)", "role": "http://www.invacare.com/role/RevenuesTables", "shortName": "Revenues (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RevenueRecognitionMultipleDeliverableArrangementsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCompensationCostForShareBasedPaymentArrangementsAllocationOfShareBasedCompensationCostsByPlanTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2326301 - Disclosure - Equity Compensation (Tables)", "role": "http://www.invacare.com/role/EquityCompensationTables", "shortName": "Equity Compensation (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCompensationCostForShareBasedPaymentArrangementsAllocationOfShareBasedCompensationCostsByPlanTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "us-gaap:ComprehensiveIncomeNoteTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2327301 - Disclosure - Accumulated Other Comprehensive Income (Loss) by Component (Tables)", "role": "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentTables", "shortName": "Accumulated Other Comprehensive Income (Loss) by Component (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:ComprehensiveIncomeNoteTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "us-gaap:ScheduleOfStockholdersEquityTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCapitalUnitsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2328301 - Disclosure - Capital Stock (Tables)", "role": "http://www.invacare.com/role/CapitalStockTables", "shortName": "Capital Stock (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:ScheduleOfStockholdersEquityTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCapitalUnitsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRestructuringReserveByTypeOfCostTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2329301 - Disclosure - Charges Related To Restructuring Activities (Tables)", "role": "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesTables", "shortName": "Charges Related To Restructuring Activities (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRestructuringReserveByTypeOfCostTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "us-gaap:IncomeTaxDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2330301 - Disclosure - Income Taxes (Tables)", "role": "http://www.invacare.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:IncomeTaxDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "us-gaap:EarningsPerShareTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2331301 - Disclosure - Net Earnings Per Common Share (Tables)", "role": "http://www.invacare.com/role/NetEarningsPerCommonShareTables", "shortName": "Net Earnings Per Common Share (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:EarningsPerShareTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNotionalAmountsOfOutstandingDerivativePositionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2334301 - Disclosure - Derivatives (Tables)", "role": "http://www.invacare.com/role/DerivativesTables", "shortName": "Derivatives (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfNotionalAmountsOfOutstandingDerivativePositionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2335301 - Disclosure - Fair Values of Financial Instruments (Tables)", "role": "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsTables", "shortName": "Fair Values of Financial Instruments (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "us-gaap:EarningsPerShareTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:NetIncomeLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1003000 - Statement - Consolidated Statement Of Cash Flows", "role": "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows", "shortName": "Consolidated Statement Of Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "lang": null, "name": "ivc:OperatingLeaseRightofUseAmortization", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2338301 - Disclosure - Business Segments (Tables)", "role": "http://www.invacare.com/role/BusinessSegmentsTables", "shortName": "Business Segments (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSegmentReportingInformationBySegmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2341301 - Disclosure - Subsequent Events (Tables)", "role": "http://www.invacare.com/role/SubsequentEventsTables", "shortName": "Subsequent Events (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfSubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "us-gaap:QuarterlyFinancialInformationTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2342301 - Disclosure - Interim Financial Information (Tables)", "role": "http://www.invacare.com/role/InterimFinancialInformationTables", "shortName": "Interim Financial Information (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:QuarterlyFinancialInformationTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfQuarterlyFinancialInformationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "span", "div", "us-gaap:PropertyPlantAndEquipmentPolicyTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD_srt_RangeAxis_srt_MinimumMember_us-gaap_PropertyPlantAndEquipmentByTypeAxis_us-gaap_FurnitureAndFixturesMember", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2403402 - Disclosure - Accounting Policies - Property and Equipment (Details)", "role": "http://www.invacare.com/role/AccountingPoliciesPropertyAndEquipmentDetails", "shortName": "Accounting Policies - Property and Equipment (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "us-gaap:PropertyPlantAndEquipmentPolicyTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD_srt_RangeAxis_srt_MinimumMember_us-gaap_PropertyPlantAndEquipmentByTypeAxis_us-gaap_FurnitureAndFixturesMember", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentUsefulLife", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD_us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis_us-gaap_TrademarksMember_us-gaap_StatementBusinessSegmentsAxis_us-gaap_AllOtherSegmentsMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2403403 - Disclosure - Accounting Policies - Goodwill and Other Intangibles (Details)", "role": "http://www.invacare.com/role/AccountingPoliciesGoodwillAndOtherIntangiblesDetails", "shortName": "Accounting Policies - Goodwill and Other Intangibles (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R65": { "firstAnchor": { "ancestors": [ "span", "span", "div", "us-gaap:LiabilityReserveEstimatePolicy", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "ivc:LossContingencyInsuranceCoverageperIncident", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2403404 - Disclosure - Accounting Policies - Product Liability Cost (Details)", "role": "http://www.invacare.com/role/AccountingPoliciesProductLiabilityCostDetails", "shortName": "Accounting Policies - Product Liability Cost (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "us-gaap:LiabilityReserveEstimatePolicy", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "ivc:LossContingencyInsuranceCoverageperIncident", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "span", "us-gaap:ResearchAndDevelopmentExpensePolicy", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ResearchAndDevelopmentExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2403405 - Disclosure - Accounting Policies - Additional Information (Details)", "role": "http://www.invacare.com/role/AccountingPoliciesAdditionalInformationDetails", "shortName": "Accounting Policies - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "us-gaap:ResearchAndDevelopmentExpensePolicy", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ResearchAndDevelopmentExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ivc:LiabilityComponentsofConvertible2021NoteTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_us-gaap_DebtInstrumentAxis_ivc_ConvertibleSeniorNotesat5.00February2021Member_us-gaap_LongtermDebtTypeAxis_us-gaap_ConvertibleSubordinatedDebtMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2403406 - Disclosure - Accounting Policies - Derivative Instruments (Details)", "role": "http://www.invacare.com/role/AccountingPoliciesDerivativeInstrumentsDetails", "shortName": "Accounting Policies - Derivative Instruments (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R68": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ivc:DiscontiunedOperationsHeldForSaleDisclosureTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "ivc:OperationsHeldForSaleCostsIncurred", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2404402 - Disclosure - Operations Held for Sale (Details)", "role": "http://www.invacare.com/role/OperationsHeldForSaleDetails", "shortName": "Operations Held for Sale (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ivc:DiscontiunedOperationsHeldForSaleDisclosureTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "ivc:OperationsHeldForSaleCostsIncurred", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "span", "div", "us-gaap:DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "ivc:DiscontinuedOperationsDivestitureCostsIncurred", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2405402 - Disclosure - Discontinued Operations - Narrative (Details)", "role": "http://www.invacare.com/role/DiscontinuedOperationsNarrativeDetails", "shortName": "Discontinued Operations - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "us-gaap:DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "ivc:DiscontinuedOperationsDivestitureCostsIncurred", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2016Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "1004000 - Statement - Consolidated Statement of Shareholders' Equity", "role": "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity", "shortName": "Consolidated Statement of Shareholders' Equity", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2016Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:StockholdersEquity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "INF", "first": true, "lang": null, "name": "ivc:NotesLoansAndFinancingReceivablesNumberOfMissedPaymentsBeforeDelinquent", "reportCount": 1, "unique": true, "unitRef": "payment", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2406402 - Disclosure - Receivables - Narrative (Details)", "role": "http://www.invacare.com/role/ReceivablesNarrativeDetails", "shortName": "Receivables - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "INF", "first": true, "lang": null, "name": "ivc:NotesLoansAndFinancingReceivablesNumberOfMissedPaymentsBeforeDelinquent", "reportCount": 1, "unique": true, "unitRef": "payment", "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ivc:ScheduleofAccountsReceivableTableTextBlock", "us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:AccountsReceivableGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2406403 - Disclosure - Receivables - Accounts Receivable (Details)", "role": "http://www.invacare.com/role/ReceivablesAccountsReceivableDetails", "shortName": "Receivables - Accounts Receivable (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ivc:ScheduleofAccountsReceivableTableTextBlock", "us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:AccountsReceivableGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:NotesAndLoansReceivableGrossCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2406404 - Disclosure - Receivables - Installment Receivables (Details)", "role": "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails", "shortName": "Receivables - Installment Receivables (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:NotesAndLoansReceivableGrossCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:FinancingReceivableAllowanceForCreditLosses", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2406405 - Disclosure - Receivables - Rollforward of Allowance for Doubtful Accounts (Details)", "role": "http://www.invacare.com/role/ReceivablesRollforwardOfAllowanceForDoubtfulAccountsDetails", "shortName": "Receivables - Rollforward of Allowance for Doubtful Accounts (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:AllowanceForCreditLossesOnFinancingReceivablesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "lang": null, "name": "us-gaap:ProvisionForLoanLeaseAndOtherLosses", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ImpairedFinancingReceivablesTableTextBlock", "ivc:FinancingReceivablesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "ivc:FinancingReceivablewithNoRelatedAllowanceRecordedInvestment", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2406406 - Disclosure - Receivables - Installment Receivables by Class (Details)", "role": "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails", "shortName": "Receivables - Installment Receivables by Class (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ImpairedFinancingReceivablesTableTextBlock", "ivc:FinancingReceivablesTableTextBlock", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "ivc:FinancingReceivablewithNoRelatedAllowanceRecordedInvestment", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:PastDueFinancingReceivablesTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:FinancingReceivableRecordedInvestmentCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2406407 - Disclosure - Receivables - Aging of Installment Receivables (Details)", "role": "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails", "shortName": "Receivables - Aging of Installment Receivables (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:PastDueFinancingReceivablesTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:FinancingReceivableRecordedInvestmentCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "us-gaap:InventoryDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:InventoryFinishedGoodsNetOfReserves", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2407402 - Disclosure - Inventories - (Details)", "role": "http://www.invacare.com/role/InventoriesDetails", "shortName": "Inventories - (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfInventoryCurrentTableTextBlock", "us-gaap:InventoryDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:InventoryFinishedGoodsNetOfReserves", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:ValueAddedTaxReceivableCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2408402 - Disclosure - Other Current Assets - Components of Other Current Assets (Details)", "role": "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails", "shortName": "Other Current Assets - Components of Other Current Assets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:ValueAddedTaxReceivableCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfOtherAssetsNoncurrentTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "0", "first": true, "lang": null, "name": "ivc:Convertibledue2021BondHedgeFairValue", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2409402 - Disclosure - Other Long-Term Assets - (Details)", "role": "http://www.invacare.com/role/OtherLongTermAssetsDetails", "shortName": "Other Long-Term Assets - (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfOtherAssetsNoncurrentTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "lang": null, "name": "us-gaap:CashSurrenderValueOfLifeInsurance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R79": { "firstAnchor": { "ancestors": [ "span", "span", "ix:continuation", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_us-gaap_DebtInstrumentAxis_ivc_ConvertibleSeniorNotesat4.50February2022Domain_us-gaap_LongtermDebtTypeAxis_us-gaap_ConvertibleSubordinatedDebtMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2409403 - Disclosure - Other Long-Term Assets - Narrative (Details)", "role": "http://www.invacare.com/role/OtherLongTermAssetsNarrativeDetails", "shortName": "Other Long-Term Assets - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R8": { "firstAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2103100 - Disclosure - Accounting Policies", "role": "http://www.invacare.com/role/AccountingPolicies", "shortName": "Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R80": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2413402 - Disclosure - Property And Equipment - (Details)", "role": "http://www.invacare.com/role/PropertyAndEquipmentDetails", "shortName": "Property And Equipment - (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:PropertyPlantAndEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:Goodwill", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2415402 - Disclosure - Goodwill - (Details)", "role": "http://www.invacare.com/role/GoodwillDetails", "shortName": "Goodwill - (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfGoodwillTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "lang": null, "name": "us-gaap:GoodwillForeignCurrencyTranslationGainLoss", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AmortizationOfIntangibleAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2416402 - Disclosure - Intangibles - Narrative (Details)", "role": "http://www.invacare.com/role/IntangiblesNarrativeDetails", "shortName": "Intangibles - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AmortizationOfIntangibleAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "us-gaap:ScheduleOfIndefiniteLivedIntangibleAssetsTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2416403 - Disclosure - Intangibles - Finite and Indefinite Lived Intangibles (Details)", "role": "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "shortName": "Intangibles - Finite and Indefinite Lived Intangibles (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "us-gaap:ScheduleOfIndefiniteLivedIntangibleAssetsTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:FiniteLivedIntangibleAssetsGross", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R84": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2416404 - Disclosure - Intangibles - Finite-Lived Intangible Asset Future Amortization Expense (Details)", "role": "http://www.invacare.com/role/IntangiblesFiniteLivedIntangibleAssetFutureAmortizationExpenseDetails", "shortName": "Intangibles - Finite-Lived Intangible Asset Future Amortization Expense (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R85": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "us-gaap:AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:AccruedSalariesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2418402 - Disclosure - Accrued Expenses - Components of Current Liabilities (Details)", "role": "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails", "shortName": "Accrued Expenses - Components of Current Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "us-gaap:AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:AccruedSalariesCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R86": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfProductWarrantyLiabilityTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2018Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:ProductWarrantyAccrualClassifiedCurrent", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2418403 - Disclosure - Accrued Expenses - Warranty Schedule (Details)", "role": "http://www.invacare.com/role/AccruedExpensesWarrantyScheduleDetails", "shortName": "Accrued Expenses - Warranty Schedule (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "us-gaap:ScheduleOfProductWarrantyLiabilityTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "lang": null, "name": "us-gaap:ProductWarrantyAccrualWarrantiesIssued", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R87": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "us-gaap:DebtAndCapitalLeasesDisclosuresTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:LongTermDebtAndCapitalLeaseObligationsIncludingCurrentMaturities", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2419402 - Disclosure - Long-Term Debt - Debt (Details)", "role": "http://www.invacare.com/role/LongTermDebtDebtDetails", "shortName": "Long-Term Debt - Debt (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfDebtInstrumentsTextBlock", "us-gaap:DebtAndCapitalLeasesDisclosuresTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "lang": null, "name": "us-gaap:LongTermDebtAndCapitalLeaseObligationsCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R88": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProceedsFromIssuanceOfWarrants", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2419403 - Disclosure - Long-Term Debt - Convertible Debt (Details)", "role": "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "shortName": "Long-Term Debt - Convertible Debt (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R89": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2018Q1QTD", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:WriteOffOfDeferredDebtIssuanceCost", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2419404 - Disclosure - Long-Term Debt - Narrative (Details)", "role": "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "shortName": "Long-Term Debt - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "4", "lang": null, "name": "us-gaap:LongtermDebtWeightedAverageInterestRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "ivc:DiscontiunedOperationsHeldForSaleDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2104100 - Disclosure - Operations Held for Sale (Notes)", "role": "http://www.invacare.com/role/OperationsHeldForSaleNotes", "shortName": "Operations Held for Sale (Notes)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": null, "first": true, "lang": "en-US", "name": "ivc:DiscontiunedOperationsHeldForSaleDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R90": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:OtherLiabilitiesDisclosureTextBlock", "us-gaap:OtherNoncurrentLiabilitiesTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DeferredIncomeTaxesAndOtherTaxLiabilitiesNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2421402 - Disclosure - Other Long-Term Obligations - (Details)", "role": "http://www.invacare.com/role/OtherLongTermObligationsDetails", "shortName": "Other Long-Term Obligations - (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:OtherLiabilitiesDisclosureTextBlock", "us-gaap:OtherNoncurrentLiabilitiesTableTextBlock", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:DeferredIncomeTaxesAndOtherTaxLiabilitiesNoncurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R91": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2018Q3", "decimals": "0", "first": true, "lang": null, "name": "ivc:NetBookValueofAssetsSold", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2421403 - Disclosure - Other Long-Term Obligations - Narrative (Details)", "role": "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails", "shortName": "Other Long-Term Obligations - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R92": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ivc:LiabilityComponentsofConvertible2021NoteTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_us-gaap_DebtInstrumentAxis_ivc_ConvertibleSeniorNotesat5.00February2021Member_us-gaap_LongtermDebtTypeAxis_us-gaap_ConvertibleSubordinatedDebtMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2421404 - Disclosure - Other Long-Term Obligations Long Term Debt (Details)", "role": "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails", "shortName": "Other Long-Term Obligations Long Term Debt (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R93": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:SaleLeasebackTransactionCurrentPeriodGainRecognized", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2423402 - Disclosure - Leases and Commitments - Narrative (Details)", "role": "http://www.invacare.com/role/LeasesAndCommitmentsNarrativeDetails", "shortName": "Leases and Commitments - Narrative (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4_srt_RangeAxis_srt_MinimumMember", "decimals": null, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseTermOfContract", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R94": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:OperatingLeaseExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2423403 - Disclosure - Leases and Commitments - Lease Costs (Details)", "role": "http://www.invacare.com/role/LeasesAndCommitmentsLeaseCostsDetails", "shortName": "Leases and Commitments - Lease Costs (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:LeaseCostTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:OperatingLeaseExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R95": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfFutureMinimumLeasePaymentsForCapitalLeasesTableTextBlock", "us-gaap:ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:CapitalLeasesFutureMinimumPaymentsDueCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2423404 - Disclosure - Leases and Commitments - Future Minimum Lease Commitments (Details)", "role": "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails", "shortName": "Leases and Commitments - Future Minimum Lease Commitments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "us-gaap:ScheduleOfFutureMinimumLeasePaymentsForCapitalLeasesTableTextBlock", "us-gaap:ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "us-gaap:CapitalLeasesFutureMinimumPaymentsDueCurrent", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R96": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:SaleLeasebackTransactionNetProceedsInvestingActivities", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2423405 - Disclosure - Leases and Commitments - Sale Leaseback Transactions (Details)", "role": "http://www.invacare.com/role/LeasesAndCommitmentsSaleLeasebackTransactionsDetails", "shortName": "Leases and Commitments - Sale Leaseback Transactions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:SaleLeasebackTransactionNetProceedsInvestingActivities", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R97": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "us-gaap:ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "ivc:OperatingLeasesCashPaidinMeasurementofAmountsforLeaseLiabilities", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2423406 - Disclosure - Leases and Commitments - Schedule of Cash Flows Supplemental Information (Details)", "role": "http://www.invacare.com/role/LeasesAndCommitmentsScheduleOfCashFlowsSupplementalInformationDetails", "shortName": "Leases and Commitments - Schedule of Cash Flows Supplemental Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "us-gaap:ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": "-3", "first": true, "lang": null, "name": "ivc:OperatingLeasesCashPaidinMeasurementofAmountsforLeaseLiabilities", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R98": { "firstAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "ivc:WeightedAverageRemainingLeaseTermsandDiscountRatesTableTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FinanceLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2423407 - Disclosure - Leases and Commitments - Weighted-Average Remaining Lease Terms and Discount Rates (Details)", "role": "http://www.invacare.com/role/LeasesAndCommitmentsWeightedAverageRemainingLeaseTermsAndDiscountRatesDetails", "shortName": "Leases and Commitments - Weighted-Average Remaining Lease Terms and Discount Rates (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "td", "tr", "table", "div", "div", "ix:continuation", "ix:continuation", "ivc:WeightedAverageRemainingLeaseTermsandDiscountRatesTableTextBlock", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FI2019Q4", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FinanceLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R99": { "firstAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "3", "first": true, "lang": null, "name": "us-gaap:DefinedContributionPlanEmployerMatchingContributionPercentOfMatch", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "2424401 - Disclosure - Retirement and Benefit Plans - (Details)", "role": "http://www.invacare.com/role/RetirementAndBenefitPlansDetails", "shortName": "Retirement and Benefit Plans - (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "div", "ix:continuation", "div", "div", "div", "body", "html" ], "baseRef": "a2019ivc10-k.htm", "contextRef": "FD2019Q4YTD", "decimals": "3", "first": true, "lang": null, "name": "us-gaap:DefinedContributionPlanEmployerMatchingContributionPercentOfMatch", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } } }, "segmentCount": 149, "tag": { "country_CA": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "CANADA", "terseLabel": "CANADA" } } }, "localname": "CA", "nsuri": "http://xbrl.sec.gov/country/2017-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails", "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "domainItemType" }, "country_US": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "UNITED STATES", "terseLabel": "U.S." } } }, "localname": "US", "nsuri": "http://xbrl.sec.gov/country/2017-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails", "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Cover page.", "label": "Cover page." } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r618" ], "lang": { "en-US": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r617" ], "lang": { "en-US": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r615" ], "lang": { "en-US": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference [Text Block]", "terseLabel": "Documents Incorporated by Reference [Text Block]" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "textBlockItemType" }, "dei_EntitiesTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Container to assemble all relevant information about each entity associated with the document instance", "label": "Entities [Table]", "terseLabel": "Entities [Table]" } } }, "localname": "EntitiesTable", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "stringItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r619" ], "lang": { "en-US": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r619" ], "lang": { "en-US": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r619" ], "lang": { "en-US": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInformationLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Entity Information [Line Items]", "terseLabel": "Entity Information [Line Items]" } } }, "localname": "EntityInformationLineItems", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "stringItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r620" ], "lang": { "en-US": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r619" ], "lang": { "en-US": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r619" ], "lang": { "en-US": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r619" ], "lang": { "en-US": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r619" ], "lang": { "en-US": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "yesNoItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r614" ], "lang": { "en-US": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r616" ], "lang": { "en-US": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2019-01-31", "presentation": [ "http://www.invacare.com/role/DocumentAndEntityInformation" ], "xbrltype": "tradingSymbolItemType" }, "ivc_A2013PlanMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "2013 Plan [Member]", "label": "2013 Plan [Member]", "terseLabel": "2013 Plan" } } }, "localname": "A2013PlanMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "domainItemType" }, "ivc_A2018PlanMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "2018 Plan", "label": "2018 Plan [Member]", "terseLabel": "2018 Plan" } } }, "localname": "A2018PlanMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "domainItemType" }, "ivc_AccountsReceivableAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Accounts Receivable [Abstract]", "label": "Accounts Receivable [Abstract]" } } }, "localname": "AccountsReceivableAbstract", "nsuri": "http://www.invacare.com/20191231", "xbrltype": "stringItemType" }, "ivc_AccruedFreightExpenseCurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Freight Accrual, Current [Line Items]", "label": "Accrued Freight Expense, Current", "terseLabel": "Freight" } } }, "localname": "AccruedFreightExpenseCurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_AccruedRebatesCurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 7.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Accrued Rebates, Current", "label": "Accrued Rebates, Current", "terseLabel": "Rebates" } } }, "localname": "AccruedRebatesCurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_AccumulatedLongTermNotesAdjustmentMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Accumulated Long-Term Notes Adjustment [Member]", "label": "Accumulated Long-Term Notes Adjustment [Member]", "terseLabel": "Long-Term Notes" } } }, "localname": "AccumulatedLongTermNotesAdjustmentMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails" ], "xbrltype": "domainItemType" }, "ivc_AdvancePaymentfromSaleofProperty": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Advance Payment from Sale of Property", "label": "Advance Payment from Sale of Property", "terseLabel": "Advance Payment from Sale of Property" } } }, "localname": "AdvancePaymentfromSaleofProperty", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows", "http://www.invacare.com/role/PropertyAndEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "ivc_AdvancePaymentonSaleofLand": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 17.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Advance Payment on Sale of Land", "label": "Advance Payment on Sale of Land", "terseLabel": "Advance payment on sale of land & buildings" } } }, "localname": "AdvancePaymentonSaleofLand", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_AmountAvailabletoInvacareLimitedandInvacarePoirierSASDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Invacare Limited and Invacare Poirier SAS", "label": "Amount Available to Invacare Limited and Invacare Poirier SAS [Domain]", "terseLabel": "Amount Available to Invacare Limited and Invacare Poirier SAS [Domain]" } } }, "localname": "AmountAvailabletoInvacareLimitedandInvacarePoirierSASDomain", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_AverageFairValueStockPrice": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Average Fair Value Stock Price", "label": "Average Fair Value Stock Price", "terseLabel": "Fair value stock price" } } }, "localname": "AverageFairValueStockPrice", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/NetEarningsLossPerCommonShareNarrativeDetails" ], "xbrltype": "perShareItemType" }, "ivc_CapitalizedSoftwareMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Capitalized Software [Member]", "label": "Capitalized Software [Member]", "terseLabel": "Capitalized Software [Member]" } } }, "localname": "CapitalizedSoftwareMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/PropertyAndEquipmentDetails" ], "xbrltype": "domainItemType" }, "ivc_CashDiscountReserves": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Cash Discount Reserves", "label": "Cash Discount Reserves", "terseLabel": "Cash Discount Reserves" } } }, "localname": "CashDiscountReserves", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesAccountsReceivableDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ClassofWarrantorRightNumberofDaysFollowingaPublicAnnouncementofBeneficialOwnershipAcquisition": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Class of Warrant or Right, Number of Days Following a Public Announcement of Beneficial Ownership Acquisition", "label": "Class of Warrant or Right, Number of Days Following a Public Announcement of Beneficial Ownership Acquisition", "terseLabel": "Number of days following a public announcement of beneficial ownership acquisition" } } }, "localname": "ClassofWarrantorRightNumberofDaysFollowingaPublicAnnouncementofBeneficialOwnershipAcquisition", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "durationItemType" }, "ivc_ClassofWarrantorRightRedemptionofWarrantorRightPriceperWarrantorRight": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Class of Warrant or Right, Redemption of Warrant or Right, Price per Warrant or Right", "label": "Class of Warrant or Right, Redemption of Warrant or Right, Price per Warrant or Right", "terseLabel": "Number of securities called by each warrant or right" } } }, "localname": "ClassofWarrantorRightRedemptionofWarrantorRightPriceperWarrantorRight", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "perShareItemType" }, "ivc_CommonStockHoldersPercentageofTotalOutstanding": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Common Stock, Holders Percentage of Total Outstanding", "label": "Common Stock, Holders Percentage of Total Outstanding", "terseLabel": "Common Stock, Holders Percentage of Total Outstanding" } } }, "localname": "CommonStockHoldersPercentageofTotalOutstanding", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_CommonStockNumberofVotes": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Common Stock, Number of Votes", "label": "Common Stock, Number of Votes", "terseLabel": "Ratio of votes per share of Class B common stock to common stock" } } }, "localname": "CommonStockNumberofVotes", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "integerItemType" }, "ivc_ConcentrationRiskRetainedRecourseObligationForDefaultofCustomerLeaseObligationsUnderContract": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Concentration Risk, Retained Recourse Obligation For Default of Customer Lease Obligations Under Contract", "label": "Concentration Risk, Retained Recourse Obligation For Default of Customer Lease Obligations Under Contract", "terseLabel": "Retained recourse obligation" } } }, "localname": "ConcentrationRiskRetainedRecourseObligationForDefaultofCustomerLeaseObligationsUnderContract", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ConcentrationRisksPercentofRevenuefromSingleCustomerMaximum": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Concentration Risks, Percent of Revenue from Single Customer, Maximum", "label": "Concentration Risks, Percent of Revenue from Single Customer, Maximum", "terseLabel": "Maximum percent of revenue from single customer" } } }, "localname": "ConcentrationRisksPercentofRevenuefromSingleCustomerMaximum", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails", "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "percentItemType" }, "ivc_ContractTypeAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Contract Type [Axis]", "label": "Contract Type [Axis]", "terseLabel": "Contract Type [Axis]" } } }, "localname": "ContractTypeAxis", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RevenuesDetails" ], "xbrltype": "stringItemType" }, "ivc_ContractTypeDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Domain] for Contract Type [Axis]", "label": "Contract Type [Domain]", "terseLabel": "Contract Type [Domain]" } } }, "localname": "ContractTypeDomain", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RevenuesDetails" ], "xbrltype": "domainItemType" }, "ivc_ContractTypeSalesSplit": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Contract Type Sales Split", "label": "Contract Type Sales Split", "terseLabel": "Contract Type Sales Split" } } }, "localname": "ContractTypeSalesSplit", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RevenuesDetails" ], "xbrltype": "percentItemType" }, "ivc_ConvertibleDebt2021ConversionFeatureFairValue": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/OtherLongTermObligationsDetails": { "order": 11.0, "parentTag": "us-gaap_LiabilitiesOtherThanLongtermDebtNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Convertible Debt 2021 Conversion Feature, Fair Value", "label": "Convertible Debt 2021 Conversion Feature, Fair Value", "negatedTerseLabel": "Convertible Debt 2021 Conversion Feature, Fair Value", "terseLabel": "Convertible 2021 debt conversion liability" } } }, "localname": "ConvertibleDebt2021ConversionFeatureFairValue", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/OtherLongTermObligationsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ConvertibleDebt2021ConversionFeatureInitialFairValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Convertible Debt 2021 Conversion Feature, Initial Fair Value", "label": "Convertible Debt 2021 Conversion Feature, Initial Fair Value", "terseLabel": "Convertible Debt 2021 Conversion Feature, Initial Fair Value" } } }, "localname": "ConvertibleDebt2021ConversionFeatureInitialFairValue", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ConvertibleDebt2021ConversionFeatureMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Convertible Debt 2021 Conversion Feature", "label": "Convertible Debt 2021 Conversion Feature [Member]", "terseLabel": "Convertible Debt 2021 Conversion Feature [Member]" } } }, "localname": "ConvertibleDebt2021ConversionFeatureMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "ivc_ConvertibleDebt2021NoteHedgeDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Convertible Debt 2021 Note Hedge [Domain]", "label": "Convertible Debt 2021 Note Hedge [Domain]", "terseLabel": "Convertible Debt 2021 Note Hedge [Domain]" } } }, "localname": "ConvertibleDebt2021NoteHedgeDomain", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "ivc_ConvertibleDebt2022ConversionFeatureDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Convertible Debt 2022 Conversion Feature [Domain]", "label": "Convertible Debt 2022 Conversion Feature [Domain]", "terseLabel": "Convertible Debt 2022 Conversion Feature [Domain]" } } }, "localname": "ConvertibleDebt2022ConversionFeatureDomain", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "ivc_ConvertibleDebt2022ConversionFeatureFairValue": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/OtherLongTermObligationsDetails": { "order": 9.0, "parentTag": "us-gaap_LiabilitiesOtherThanLongtermDebtNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Convertible Debt 2022 Conversion Feature, Fair Value", "label": "Convertible Debt 2022 Conversion Feature, Fair Value", "negatedTerseLabel": "Convertible Debt 2022 Conversion Feature, Fair Value", "terseLabel": "Convertible 2022 debt conversion liability" } } }, "localname": "ConvertibleDebt2022ConversionFeatureFairValue", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ConvertibleDebt2022ConversionFeatureInitialFairValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Convertible Debt 2022 Conversion Feature, Initial Fair Value", "label": "Convertible Debt 2022 Conversion Feature, Initial Fair Value", "terseLabel": "Convertible Debt 2022 Conversion Feature, Initial Fair Value" } } }, "localname": "ConvertibleDebt2022ConversionFeatureInitialFairValue", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ConvertibleDebt2022NoteHedgeDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Convertible Debt 2022 Note Hedge [Domain]", "label": "Convertible Debt 2022 Note Hedge [Domain]", "terseLabel": "Convertible Debt 2022 Note Hedge [Domain]" } } }, "localname": "ConvertibleDebt2022NoteHedgeDomain", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "ivc_ConvertibleDebtBondHedgeMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Convertible Debt Bond Hedge", "label": "Convertible Debt Bond Hedge [Member]", "terseLabel": "Convertible Debt Bond Hedge [Member]" } } }, "localname": "ConvertibleDebtBondHedgeMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "ivc_ConvertibleDebtConversionFeatureFairValueatIssuance": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Convertible Debt Conversion Feature, Fair Value at Issuance", "label": "Convertible Debt Conversion Feature, Fair Value at Issuance", "terseLabel": "Convertible Debt Conversion Feature, Fair Value at Issuance" } } }, "localname": "ConvertibleDebtConversionFeatureFairValueatIssuance", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ConvertibleDebtConversionFeatureGainLoss": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Convertible Debt Conversion Feature Gain (Loss)", "label": "Convertible Debt Conversion Feature Gain (Loss)", "terseLabel": "Convertible Debt Conversion Feature Gain (Loss)" } } }, "localname": "ConvertibleDebtConversionFeatureGainLoss", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ConvertibleDebtConversionRateofCommmonSharesPrincipal": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Convertible Debt, Conversion Rate of Commmon Shares, Principal", "label": "Convertible Debt, Conversion Rate of Commmon Shares, Principal", "terseLabel": "Convertible Debt, Conversion Rate of Commmon Shares, Principal" } } }, "localname": "ConvertibleDebtConversionRateofCommmonSharesPrincipal", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ConvertibleDebtDerivativeAdjustments": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Convertible Debt Derivative Adjustments", "label": "Convertible Debt Derivative Adjustments", "terseLabel": "Convertible Debt Derivative Adjustments" } } }, "localname": "ConvertibleDebtDerivativeAdjustments", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "ivc_ConvertibleDebtNoteHedgeGainLoss": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Convertible Debt Note Hedge Gain (Loss)", "label": "Convertible Debt Note Hedge Gain (Loss)", "terseLabel": "Convertible Debt Note Hedge Gain (Loss)" } } }, "localname": "ConvertibleDebtNoteHedgeGainLoss", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ConvertibleSeniorNotesPercentageofPrincipalRequiredforRepurchase": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Convertible Senior Notes, Percentage of Principal Required for Repurchase", "label": "Convertible Senior Notes, Percentage of Principal Required for Repurchase", "terseLabel": "Convertible Senior Notes, Percentage of Principal Required for Repurchase" } } }, "localname": "ConvertibleSeniorNotesPercentageofPrincipalRequiredforRepurchase", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_ConvertibleSeniorNotesat4.50February2022Domain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Convertible Senior Notes at 4.50% February 2022", "label": "Convertible Senior Notes at 4.50% February 2022 [Domain]", "terseLabel": "Convertible Senior Notes at 4.50% February 2022" } } }, "localname": "ConvertibleSeniorNotesat4.50February2022Domain", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesDerivativeInstrumentsDetails", "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermAssetsNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "ivc_ConvertibleSeniorNotesat5.00February2021Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Convertible Senior Notes at 5.00% February 2021 [Member]", "label": "Convertible Senior Notes at 5.00% February 2021 [Member]", "terseLabel": "Convertible Senior Notes at 5.00% February 2021" } } }, "localname": "ConvertibleSeniorNotesat5.00February2021Member", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesDerivativeInstrumentsDetails", "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermAssetsNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails", "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_ConvertibleSeniorNotesat5.00November2024Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Convertible Senior Subordinated Debentures at 4.125% February 2027 [Member]", "label": "Convertible Senior Notes at 5.00% November 2024 [Member]", "terseLabel": "Convertible Senior Notes at 5.00% February 2024" } } }, "localname": "ConvertibleSeniorNotesat5.00November2024Member", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_ConvertibleSeniorSubordinatedDebenturesat5.00February2021Domain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Convertible Senior Subordinated Debentures at 5.00% February 2021", "label": "Convertible Senior Subordinated Debentures at 5.00% February 2021 [Domain]", "terseLabel": "Convertible Senior Subordinated Debentures at 5.00% February 2021 [Domain]" } } }, "localname": "ConvertibleSeniorSubordinatedDebenturesat5.00February2021Domain", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_Convertibledue2021BondHedgeFairValue": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/OtherLongTermAssetsDetails": { "order": 7.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Convertible due 2021 - Bond Hedge, Fair Value", "label": "Convertible due 2021 - Bond Hedge, Fair Value", "terseLabel": "Convertible 2021 note hedge asset" } } }, "localname": "Convertibledue2021BondHedgeFairValue", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermAssetsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_Convertibledue2021BondHedgeFairValueatIssuance": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Convertible due 2021 - Bond Hedge, Fair Value at Issuance", "label": "Convertible due 2021 - Bond Hedge, Fair Value at Issuance", "terseLabel": "Convertible due 2021 - Bond Hedge, Fair Value at Issuance" } } }, "localname": "Convertibledue2021BondHedgeFairValueatIssuance", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_Convertibledue2021BondHedgeInitialFairValue": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Convertible due 2021 - Bond Hedge, Initial Fair Value", "label": "Convertible due 2021 - Bond Hedge, Initial Fair Value", "terseLabel": "Convertible due 2021 - Bond Hedge, Initial Fair Value" } } }, "localname": "Convertibledue2021BondHedgeInitialFairValue", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_Convertibledue2022BondHedgeFairValue": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/OtherLongTermAssetsDetails": { "order": 8.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Convertible due 2022 - Bond Hedge, Fair Value", "label": "Convertible due 2022 - Bond Hedge, Fair Value", "terseLabel": "Convertible due 2022 - Bond Hedge, Fair Value" } } }, "localname": "Convertibledue2022BondHedgeFairValue", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermAssetsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_Convertibledue2022BondHedgeFairValueatIssuance": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Convertible due 2022 - Bond Hedge, Fair Value at Issuance", "label": "Convertible due 2022 - Bond Hedge, Fair Value at Issuance", "terseLabel": "Convertible due 2022 - Bond Hedge, Fair Value at Issuance" } } }, "localname": "Convertibledue2022BondHedgeFairValueatIssuance", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_CreditAgreementMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Credit Agreement [Member]", "label": "Credit Agreement [Member]", "terseLabel": "Credit Agreement" } } }, "localname": "CreditAgreementMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_CustomerRebateReserve": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Customer Rebate Reserve", "label": "Customer Rebate Reserve", "negatedTerseLabel": "Customer Rebate Reserve" } } }, "localname": "CustomerRebateReserve", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesAccountsReceivableDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DebtInstrumentExchangeAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Debt Instrument Exchange Amount", "label": "Debt Instrument Exchange Amount", "terseLabel": "Debt Instrument Exchange Amount" } } }, "localname": "DebtInstrumentExchangeAmount", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DebtInstrumentFeeAmountNetBalanceShownasaLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Debt Instrument, Fee Amount, Net Balance Shown as a Liability", "label": "Debt Instrument, Fee Amount, Net Balance Shown as a Liability", "terseLabel": "Debt Instrument, Fee Amount, Net Balance Shown as a Liability" } } }, "localname": "DebtInstrumentFeeAmountNetBalanceShownasaLiability", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DebtInstrumentHedgeOptions": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt Instrument, Hedge Options", "label": "Debt Instrument, Hedge Options", "terseLabel": "Debt Instrument, Hedge Options" } } }, "localname": "DebtInstrumentHedgeOptions", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "integerItemType" }, "ivc_DebtInstrumentLossonExchange": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Debt Instrument, Loss on Exchange", "label": "Debt Instrument, Loss on Exchange", "terseLabel": "Debt Instrument, Loss on Exchange" } } }, "localname": "DebtInstrumentLossonExchange", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DebtInstrumentNetCarryingAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Debt Instrument, Net Carrying Amount", "label": "Debt Instrument, Net Carrying Amount", "terseLabel": "Debt Instrument, Net Carrying Amount" } } }, "localname": "DebtInstrumentNetCarryingAmount", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DebtInstrumentNetProceeds": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Debt Instrument, Net Proceeds", "label": "Debt Instrument, Net Proceeds", "terseLabel": "Debt Instrument, Net Proceeds" } } }, "localname": "DebtInstrumentNetProceeds", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DebtInstrumentNonCashInterestExpenseRecognizedinthePeriod": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Debt Instrument, Non-Cash Interest Expense Recognized in the Period", "label": "Debt Instrument, Non-Cash Interest Expense Recognized in the Period", "terseLabel": "Debt Instrument, Non-Cash Interest Expense Recognized in the Period" } } }, "localname": "DebtInstrumentNonCashInterestExpenseRecognizedinthePeriod", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DebtInstrumentRepurchaseAmountCashPaid": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Debt Instrument Repurchase Amount, Cash Paid", "label": "Debt Instrument Repurchase Amount, Cash Paid", "terseLabel": "Debt Instrument Repurchase Amount, Cash Paid" } } }, "localname": "DebtInstrumentRepurchaseAmountCashPaid", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DebtInstrumentWarrantsIssuedandOutstanding": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Debt Instrument, Warrants Issued and Outstanding", "label": "Debt Instrument, Warrants Issued and Outstanding", "terseLabel": "Debt Instrument, Warrants Issued and Outstanding" } } }, "localname": "DebtInstrumentWarrantsIssuedandOutstanding", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "integerItemType" }, "ivc_DebtInstrurmentRepurchaseAmountNetReductionofdebt": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Debt Instrurment Repurchase Amount, Net Reduction of debt", "label": "Debt Instrurment Repurchase Amount, Net Reduction of debt", "terseLabel": "Debt Instrurment Repurchase Amount, Net Reduction of debt" } } }, "localname": "DebtInstrurmentRepurchaseAmountNetReductionofdebt", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DecreaseinDeferredTaxAssets": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Decrease in Deferred Tax Assets", "label": "Decrease in Deferred Tax Assets", "terseLabel": "Decrease in Deferred Tax Assets" } } }, "localname": "DecreaseinDeferredTaxAssets", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUsTaxActOf2017Details" ], "xbrltype": "monetaryItemType" }, "ivc_DecreaseinDeferredTaxLiabilities": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Decrease in Deferred Tax Liabilities", "label": "Decrease in Deferred Tax Liabilities", "terseLabel": "Decrease in Deferred Tax Liabilities" } } }, "localname": "DecreaseinDeferredTaxLiabilities", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUsTaxActOf2017Details" ], "xbrltype": "monetaryItemType" }, "ivc_DecreaseinValuationAllowance": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Decrease in Valuation Allowance", "label": "Decrease in Valuation Allowance", "terseLabel": "Decrease in Valuation Allowance" } } }, "localname": "DecreaseinValuationAllowance", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUsTaxActOf2017Details" ], "xbrltype": "monetaryItemType" }, "ivc_DeferredFederalTaxBenefitRevaluation": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Deferred Federal Tax Benefit, Revaluation", "label": "Deferred Federal Tax Benefit, Revaluation", "terseLabel": "Deferred Federal Tax Benefit, Revaluation" } } }, "localname": "DeferredFederalTaxBenefitRevaluation", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DeferredRevenueSaleofProperty": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/OtherLongTermObligationsDetails": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesOtherThanLongtermDebtNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Deferred Revenue, Sale of Property", "label": "Deferred Revenue, Sale of Property", "terseLabel": "Advance payment on sale of land & buildings" } } }, "localname": "DeferredRevenueSaleofProperty", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligationsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DeferredTaxAssetsInventoryNoncurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Deferred Tax Assets, Inventory Noncurrent", "label": "Deferred Tax Assets, Inventory, Noncurrent", "terseLabel": "Inventory" } } }, "localname": "DeferredTaxAssetsInventoryNoncurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DeferredTaxAssetsOperatingLossAndTaxCreditCarryforwards": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": 7.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Deferred Tax Assets, Operating Loss and Tax Credit Carryforwards", "label": "Deferred Tax Assets, Operating Loss and Tax Credit Carryforwards", "terseLabel": "Loss and credit carryforwards" } } }, "localname": "DeferredTaxAssetsOperatingLossAndTaxCreditCarryforwards", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DeferredTaxAssetsStateandLocalTaxesNoncurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": 9.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Deferred Tax Assets, State and Local Taxes, Noncurrent", "label": "Deferred Tax Assets, State and Local Taxes, Noncurrent", "terseLabel": "State and local taxes" } } }, "localname": "DeferredTaxAssetsStateandLocalTaxesNoncurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DeferredTaxAssetsTaxDeferredExpenseCompensationandBenefitsNoncurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": 6.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Noncurrent", "label": "Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Noncurrent", "terseLabel": "Compensation and benefits" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseCompensationandBenefitsNoncurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilitiesNoncurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Deferred Tax Assets Tax Deferred Expense Reserves And Accruals Accrued Liabilities Noncurrent", "label": "Deferred Tax Assets Tax Deferred Expense Reserves And Accruals Accrued Liabilities, Noncurrent", "terseLabel": "Other accrued expenses and reserves" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAccruedLiabilitiesNoncurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAllowanceForDoubtfulAccountsNoncurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": 12.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Deferred TaxAssets Tax Deferred Expense Reserves And Accruals Allowance For Doubtful Accounts Noncurrent", "label": "Deferred TaxAssets Tax Deferred Expense Reserves And Accruals Allowance For Doubtful Accounts, Noncurrent", "terseLabel": "Bad debt" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsAllowanceForDoubtfulAccountsNoncurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsWarrantyReservesNoncurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": 13.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Deferred Tax Assets Tax Deferred Expense Reserves And Accruals Warranty Reserves Noncurrent", "label": "Deferred Tax Assets Tax Deferred Expense Reserves And Accruals Warranty Reserves, Noncurrent", "terseLabel": "Warranty" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesAndAccrualsWarrantyReservesNoncurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DeferredTaxAssetsTaxDeferredExpenseReservesandAccrualsReturnsandAllowancesNoncurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": 8.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Returns and Allowances, Noncurrent", "label": "Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Returns and Allowances, Noncurrent", "terseLabel": "Product liability" } } }, "localname": "DeferredTaxAssetsTaxDeferredExpenseReservesandAccrualsReturnsandAllowancesNoncurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DeferredTaxAssetsandLiabilitiesNetofValuationAllowanceCurrentClassificationAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Deferred Tax Assets and Liabilities, Net of Valuation Allowance, Current Classification [Abstract]", "label": "Deferred Tax Assets and Liabilities, Net of Valuation Allowance, Current Classification [Abstract]", "terseLabel": "Current deferred income tax assets (liabilities), net:" } } }, "localname": "DeferredTaxAssetsandLiabilitiesNetofValuationAllowanceCurrentClassificationAbstract", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "stringItemType" }, "ivc_DeferredTaxAssetsandLiabilitiesNetofValuationAllowanceNoncurrentClassificationAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Deferred Tax Assets and Liabilities, Net of Valuation Allowance, Noncurrent Classification [Abstract]", "label": "Deferred Tax Assets and Liabilities, Net of Valuation Allowance, Noncurrent Classification [Abstract]", "terseLabel": "Long-term deferred income tax assets (liabilities), net:" } } }, "localname": "DeferredTaxAssetsandLiabilitiesNetofValuationAllowanceNoncurrentClassificationAbstract", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "stringItemType" }, "ivc_DeferredTaxBenefitAdjustmentnet": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Deferred Tax Benefit Adjustment, net", "label": "Deferred Tax Benefit Adjustment, net", "terseLabel": "Deferred Tax Benefit Adjustment, net" } } }, "localname": "DeferredTaxBenefitAdjustmentnet", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUsTaxActOf2017Details", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DeferredTaxLiabilityOtherNoncurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": 11.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Deferred Tax Liability, Other, Noncurrent", "label": "Deferred Tax Liability, Other, Noncurrent", "terseLabel": "Other, net" } } }, "localname": "DeferredTaxLiabilityOtherNoncurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DefinedBenefitPlanDeathBenefitOnlyPlanBenefitPaymentAsMultiplierOfFinalEarningsCurrentEmployee": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Defined Benefit Plan, Death Benefit Only Plan, Benefit Payment as Multiplier of Final Earnings, Current Employee", "label": "Defined Benefit Plan, Death Benefit Only Plan, Benefit Payment as Multiplier of Final Earnings, Current Employee", "terseLabel": "Defined Benefit Plan, Death Benefit Only Plan, Benefit Payment as Multiplier of Final Earnings, Current Employee" } } }, "localname": "DefinedBenefitPlanDeathBenefitOnlyPlanBenefitPaymentAsMultiplierOfFinalEarningsCurrentEmployee", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "integerItemType" }, "ivc_DefinedBenefitPlanDeathBenefitOnlyPlanBenefitPaymentAsMultiplierOfFinalEarningsPostEmployment": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Defined Benefit Plan, Death Benefit Only Plan, Benefit Payment as Multiplier of Final Earnings, Post-Employment", "label": "Defined Benefit Plan, Death Benefit Only Plan, Benefit Payment as Multiplier of Final Earnings, Post-Employment", "terseLabel": "Death benefit only plan, benefit payment as multiplier of final earnings" } } }, "localname": "DefinedBenefitPlanDeathBenefitOnlyPlanBenefitPaymentAsMultiplierOfFinalEarningsPostEmployment", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "integerItemType" }, "ivc_DefinedBenefitPlanInterestRate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Defined Benefit Plan, Interest Rate", "label": "Defined Benefit Plan, Interest Rate", "terseLabel": "Interest credited for active participants (as a percent)" } } }, "localname": "DefinedBenefitPlanInterestRate", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "percentItemType" }, "ivc_DefinedBenefitPlanNumberOfParticipantsUnaffectedByPlanConversion": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Defined Benefit Plan, Number of Participants Unaffected by Plan Conversion", "label": "Defined Benefit Plan, Number of Participants Unaffected by Plan Conversion", "terseLabel": "Number of participants unaffected by plan conversion" } } }, "localname": "DefinedBenefitPlanNumberOfParticipantsUnaffectedByPlanConversion", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "integerItemType" }, "ivc_DefinedBenefitPlanServiceCreditCost": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Defined Benefit Plan, Service Credit (Cost)", "label": "Defined Benefit Plan, Service Credit (Cost)", "terseLabel": "Service cost and accrual adjustments" } } }, "localname": "DefinedBenefitPlanServiceCreditCost", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DefinedBenefitPlansRetirementAge": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Defined Benefit Plans, Retirement Age", "label": "Defined Benefit Plans, Retirement Age", "terseLabel": "Retirement age" } } }, "localname": "DefinedBenefitPlansRetirementAge", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "integerItemType" }, "ivc_DefinedContributionPlanEmployerDiscretionaryContributionPercentofEmployeesGrossPay": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Defined Contribution Plan, Employer Discretionary Contribution, Percent of Employees' Gross Pay", "label": "Defined Contribution Plan, Employer Discretionary Contribution, Percent of Employees' Gross Pay", "terseLabel": "Discretionary contributions, percentage of qualified wages" } } }, "localname": "DefinedContributionPlanEmployerDiscretionaryContributionPercentofEmployeesGrossPay", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "percentItemType" }, "ivc_DerivativeInstrumentsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Derivative Instruments [Abstract]", "label": "Derivative Instruments [Abstract]" } } }, "localname": "DerivativeInstrumentsAbstract", "nsuri": "http://www.invacare.com/20191231", "xbrltype": "stringItemType" }, "ivc_DerivativeInstrumentsandHedgingActivitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Derivative Instruments and Hedging Activities [Abstract]", "label": "Derivative Instruments and Hedging Activities [Abstract]" } } }, "localname": "DerivativeInstrumentsandHedgingActivitiesAbstract", "nsuri": "http://www.invacare.com/20191231", "xbrltype": "stringItemType" }, "ivc_DerivativePercentageOfForcastedTransactionsWithCurrencyRateExposure": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Derivative, Percentage of Forcasted Transactions With Currency Rate Exposure", "label": "Derivative, Percentage of Forcasted Transactions With Currency Rate Exposure", "terseLabel": "Percentage of forcasted transactions with currency rate exposure" } } }, "localname": "DerivativePercentageOfForcastedTransactionsWithCurrencyRateExposure", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_DiscontinuedOperationPaymentsforDivestitureCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Discontinued Operation, Payments for Divestiture Costs", "label": "Discontinued Operation, Payments for Divestiture Costs", "terseLabel": "Payments for expenses related to discontinued operations" } } }, "localname": "DiscontinuedOperationPaymentsforDivestitureCosts", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DiscontinuedOperationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DiscontinuedOperationsDivestitureCostsIncurred": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Discontinued Operations, Divestiture Costs Incurred", "label": "Discontinued Operations, Divestiture Costs Incurred", "terseLabel": "Total expenses related to discontinued operations" } } }, "localname": "DiscontinuedOperationsDivestitureCostsIncurred", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DiscontinuedOperationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_DiscontiunedOperationsHeldForSaleDisclosureTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disposal Groups Including Operations Held For Sale Disclosure", "label": "Discontiuned Operations Held For Sale Disclosure [Text Block]", "terseLabel": "Discontinued Operations" } } }, "localname": "DiscontiunedOperationsHeldForSaleDisclosureTextBlock", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/OperationsHeldForSaleNotes" ], "xbrltype": "textBlockItemType" }, "ivc_EffectiveIncomeRateReconciliationNondeductibleExpenseUnremittedEarnings": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Effective Income Rate Reconciliation Nondeductible Expense Unremitted Earnings", "label": "Effective Income Rate Reconciliation Nondeductible Expense Unremitted Earnings", "terseLabel": "Unremitted earnings" } } }, "localname": "EffectiveIncomeRateReconciliationNondeductibleExpenseUnremittedEarnings", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "ivc_EffectiveIncomeTaxRateReconciliationDebtRepurchasePercent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails": { "order": 12.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Debt Repurchase, Percent", "label": "Effective Income Tax Rate Reconciliation, Debt Repurchase, Percent", "terseLabel": "Effective Income Tax Rate Reconciliation, Debt Repurchase, Percent" } } }, "localname": "EffectiveIncomeTaxRateReconciliationDebtRepurchasePercent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "ivc_EffectiveIncomeTaxRateReconciliationWithholdingTaxes": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails": { "order": 6.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Withholding Taxes", "label": "Effective Income Tax Rate Reconciliation, Withholding Taxes", "terseLabel": "Withholding taxes" } } }, "localname": "EffectiveIncomeTaxRateReconciliationWithholdingTaxes", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "ivc_EffectsofUSTaxReform": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Effects of US Tax Reform", "label": "Effects of US Tax Reform", "terseLabel": "Effects of US Tax Reform" } } }, "localname": "EffectsofUSTaxReform", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "ivc_ExchangeofConvertibleNotes": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Exchange of Convertible Notes", "label": "Exchange of Convertible Notes", "terseLabel": "Exchange of Convertible Notes" } } }, "localname": "ExchangeofConvertibleNotes", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "ivc_FairValueInputsDiscountedCashFlowDiscountRatePremium": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Fair Value Inputs, Discounted Cash Flow, Discount Rate Premium", "label": "Fair Value Inputs, Discounted Cash Flow, Discount Rate Premium", "terseLabel": "Discounted cash flow, discount rate premium" } } }, "localname": "FairValueInputsDiscountedCashFlowDiscountRatePremium", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_FairValuesConvertibleDebtHedgesGainLoss": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair Values Convertible Debt Hedges, Gain (Loss)", "label": "Fair Values Convertible Debt Hedges, Gain (Loss)", "terseLabel": "Fair Values Convertible Debt Hedges, Gain (Loss)" } } }, "localname": "FairValuesConvertibleDebtHedgesGainLoss", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_FairValuesConvertibleDebtHedgesNet": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair Values Convertible Debt Hedges, Net", "label": "Fair Values Convertible Debt Hedges, Net", "terseLabel": "Fair Values Convertible Debt Hedges, Net" } } }, "localname": "FairValuesConvertibleDebtHedgesNet", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_FinancingLeaseCost": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Financing Lease, Cost", "label": "Financing Lease, Cost", "terseLabel": "Financing Lease, Cost" } } }, "localname": "FinancingLeaseCost", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsLeaseCostsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_FinancingLeaseLiabilitynoncurrent": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Financing Lease Liability, non-current", "label": "Financing Lease Liability, non-current", "terseLabel": "Finance Lease Long-term Obligations" } } }, "localname": "FinancingLeaseLiabilitynoncurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_FinancingLeasesCashPaidinMeasurementofAmountsforLeaseLiabilities": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Financing Leases, Cash Paid in Measurement of Amounts for Lease Liabilities", "label": "Financing Leases, Cash Paid in Measurement of Amounts for Lease Liabilities", "terseLabel": "Financing Leases, Cash Paid in Measurement of Amounts for Lease Liabilities" } } }, "localname": "FinancingLeasesCashPaidinMeasurementofAmountsforLeaseLiabilities", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsScheduleOfCashFlowsSupplementalInformationDetails" ], "xbrltype": "monetaryItemType" }, "ivc_FinancingReceivableCreditLimit": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Financing Receivable Credit Limit", "label": "Financing Receivable Credit Limit", "terseLabel": "Credit amount requiring additional analysis" } } }, "localname": "FinancingReceivableCreditLimit", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_FinancingReceivableInterestIncomeAccrualMethod": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Financing Receivable, Interest Income, Accrual Method", "label": "Financing Receivable, Interest Income, Accrual Method", "totalLabel": "Total installment receivables" } } }, "localname": "FinancingReceivableInterestIncomeAccrualMethod", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "monetaryItemType" }, "ivc_FinancingReceivableRecordedInvestment": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Financing Receivable, Recorded Investment", "label": "Financing Receivable, Recorded Investment", "totalLabel": "Total installment receivables" } } }, "localname": "FinancingReceivableRecordedInvestment", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "monetaryItemType" }, "ivc_FinancingReceivableUnpaidPrincipalBalance": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Financing Receivable, Unpaid Principal Balance", "label": "Financing Receivable, Unpaid Principal Balance", "totalLabel": "Total installment receivables" } } }, "localname": "FinancingReceivableUnpaidPrincipalBalance", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "monetaryItemType" }, "ivc_FinancingReceivablesTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Financing Receivables [Table Text Block]", "label": "Financing Receivables [Table Text Block]", "terseLabel": "Schedule of Financing Receivables" } } }, "localname": "FinancingReceivablesTableTextBlock", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesTables" ], "xbrltype": "textBlockItemType" }, "ivc_FinancingReceivablewithNoRelatedAllowanceInterestIncomeAccrualMethod": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails": { "order": 1.0, "parentTag": "ivc_FinancingReceivableInterestIncomeAccrualMethod", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Financing Receivable, with No Related Allowance, Interest Income, Accrual Method", "label": "Financing Receivable, with No Related Allowance, Interest Income, Accrual Method", "terseLabel": "Non-impaired installment receivables with no related allowance recorded" } } }, "localname": "FinancingReceivablewithNoRelatedAllowanceInterestIncomeAccrualMethod", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "monetaryItemType" }, "ivc_FinancingReceivablewithNoRelatedAllowanceRecordedInvestment": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails": { "order": 1.0, "parentTag": "ivc_FinancingReceivableRecordedInvestment", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Financing Receivable, with No Related Allowance, Recorded Investment", "label": "Financing Receivable, with No Related Allowance, Recorded Investment", "terseLabel": "Non-impaired installment receivables with no related allowance recorded" } } }, "localname": "FinancingReceivablewithNoRelatedAllowanceRecordedInvestment", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "monetaryItemType" }, "ivc_FinancingReceivablewithNoRelatedAllowanceUnpaidPrincipalBalance": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails": { "order": 1.0, "parentTag": "ivc_FinancingReceivableUnpaidPrincipalBalance", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Financing Receivable, with No Related Allowance, Unpaid Principal Balance", "label": "Financing Receivable, with No Related Allowance, Unpaid Principal Balance", "terseLabel": "Non-impaired installment receivables with no related allowance recorded" } } }, "localname": "FinancingReceivablewithNoRelatedAllowanceUnpaidPrincipalBalance", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "monetaryItemType" }, "ivc_FiniteLivedandIndefiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Line Items] for Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Table]", "label": "Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]", "terseLabel": "Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]" } } }, "localname": "FiniteLivedandIndefiniteLivedIntangibleAssetsLineItems", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails" ], "xbrltype": "stringItemType" }, "ivc_ForeignExchangeForwardAUDUSDMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward AUD / USD [Member]", "label": "Foreign Exchange Forward AUD / USD [Member]", "terseLabel": "AUD / USD" } } }, "localname": "ForeignExchangeForwardAUDUSDMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardCADUSDMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward CAD / USD [Member]", "label": "Foreign Exchange Forward CAD / USD [Member]", "terseLabel": "CAD / USD" } } }, "localname": "ForeignExchangeForwardCADUSDMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardDKKSEKMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward DKK / SEK [Member]", "label": "Foreign Exchange Forward DKK / SEK [Member]", "terseLabel": "DKK / SEK" } } }, "localname": "ForeignExchangeForwardDKKSEKMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardEURCADMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward EUR / CAD [Member]", "label": "Foreign Exchange Forward EUR / CAD [Member]", "terseLabel": "EUR / CAD" } } }, "localname": "ForeignExchangeForwardEURCADMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardEURCHFMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward EUR / CHF [Member]", "label": "Foreign Exchange Forward EUR / CHF [Member]", "terseLabel": "EUR / CHF" } } }, "localname": "ForeignExchangeForwardEURCHFMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardEURGBPMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward EUR / GBP [Member]", "label": "Foreign Exchange Forward EUR / GBP [Member]", "terseLabel": "EUR / GBP" } } }, "localname": "ForeignExchangeForwardEURGBPMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardEURNOKMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward EUR / NOK [Member]", "label": "Foreign Exchange Forward EUR / NOK [Member]", "terseLabel": "EUR / NOK" } } }, "localname": "ForeignExchangeForwardEURNOKMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardEURNZDMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward EUR / NZD [Member]", "label": "Foreign Exchange Forward EUR / NZD [Member]", "terseLabel": "EUR / NZD" } } }, "localname": "ForeignExchangeForwardEURNZDMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardEURSEKMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward EUR / SEK [Member]", "label": "Foreign Exchange Forward EUR / SEK [Member]", "terseLabel": "EUR / SEK" } } }, "localname": "ForeignExchangeForwardEURSEKMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardEURUSDMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward EUR / USD [Member]", "label": "Foreign Exchange Forward EUR / USD [Member]", "terseLabel": "EUR / USD" } } }, "localname": "ForeignExchangeForwardEURUSDMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardGBPUSDMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward GBP / USD [Member]", "label": "Foreign Exchange Forward GBP / USD [Member]", "terseLabel": "GBP / USD" } } }, "localname": "ForeignExchangeForwardGBPUSDMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardNOKEURMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward NOK / EUR", "label": "Foreign Exchange Forward NOK / EUR [Member]", "terseLabel": "NOK / EUR" } } }, "localname": "ForeignExchangeForwardNOKEURMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardNOKSEKMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward NOK / SEK [Member]", "label": "Foreign Exchange Forward NOK / SEK [Member]", "terseLabel": "NOK / SEK" } } }, "localname": "ForeignExchangeForwardNOKSEKMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardNZDAUDMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward NZD / AUD [Member]", "label": "Foreign Exchange Forward NZD / AUD [Member]", "terseLabel": "NZD / AUD" } } }, "localname": "ForeignExchangeForwardNZDAUDMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardNZDUSDMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward NZD / USD [Member]", "label": "Foreign Exchange Forward NZD / USD [Member]", "terseLabel": "NZD / USD" } } }, "localname": "ForeignExchangeForwardNZDUSDMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardUSDAUDMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward USD / AUD [Member]", "label": "Foreign Exchange Forward USD / AUD [Member]", "terseLabel": "USD / AUD" } } }, "localname": "ForeignExchangeForwardUSDAUDMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardUSDCADMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward USD / CAD [Member]", "label": "Foreign Exchange Forward USD / CAD [Member]", "terseLabel": "USD / CAD" } } }, "localname": "ForeignExchangeForwardUSDCADMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardUSDCNYMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward USD / CNY [Member]", "label": "Foreign Exchange Forward USD / CNY [Member]", "terseLabel": "USD / CNY" } } }, "localname": "ForeignExchangeForwardUSDCNYMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardUSDEURMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward USD / EUR [Member]", "label": "Foreign Exchange Forward USD / EUR [Member]", "terseLabel": "USD / EUR" } } }, "localname": "ForeignExchangeForwardUSDEURMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardUSDGBPMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward USD / GBP [Member]", "label": "Foreign Exchange Forward USD / GBP [Member]", "terseLabel": "USD / GBP" } } }, "localname": "ForeignExchangeForwardUSDGBPMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardUSDMXPMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward USD / MXP [Member]", "label": "Foreign Exchange Forward USD / MXP [Member]", "terseLabel": "USD / MXP" } } }, "localname": "ForeignExchangeForwardUSDMXPMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardUSDNZDMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward USD / NZD [Member]", "label": "Foreign Exchange Forward USD / NZD [Member]", "terseLabel": "USD / NZD" } } }, "localname": "ForeignExchangeForwardUSDNZDMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_ForeignExchangeForwardUSDSEKMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign Exchange Forward USD / SEK [Member]", "label": "Foreign Exchange Forward USD / SEK [Member]", "terseLabel": "USD / SEK" } } }, "localname": "ForeignExchangeForwardUSDSEKMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "ivc_GainLossonExtinguishmentofDebtNetofTaxPerDilutedShare": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Gain (Loss) on Extinguishment of Debt, Net of Tax Per Diluted Share", "label": "Gain (Loss) on Extinguishment of Debt, Net of Tax Per Diluted Share", "terseLabel": "Gain (Loss) on Extinguishment of Debt, Net of Tax Per Diluted Share" } } }, "localname": "GainLossonExtinguishmentofDebtNetofTaxPerDilutedShare", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "perShareItemType" }, "ivc_GainfromSaleofSubsidiaryPretax": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Gain from Sale of Subsidiary, Pre-tax", "label": "Gain from Sale of Subsidiary, Pre-tax", "terseLabel": "Gain from Sale of Subsidiary, Pre-tax" } } }, "localname": "GainfromSaleofSubsidiaryPretax", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_GeneralTermsandConditionsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "General Terms and Conditions [Member]", "label": "General Terms and Conditions [Member]", "terseLabel": "General Terms and Conditions [Member]" } } }, "localname": "GeneralTermsandConditionsMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RevenuesDetails" ], "xbrltype": "domainItemType" }, "ivc_GoodwillImpairmentTestDebtInstrumentTerm": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Goodwill, Impairment Test, Debt Instrument, Term", "label": "Goodwill, Impairment Test, Debt Instrument, Term", "terseLabel": "Maturity of corporate debt with similar credit risk" } } }, "localname": "GoodwillImpairmentTestDebtInstrumentTerm", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/GoodwillDetails" ], "xbrltype": "durationItemType" }, "ivc_GoodwillImpairmentTestDiscountedCashFlowDiscountRate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Goodwill, Impairment Test, Discounted Cash Flow, Discount Rate", "label": "Goodwill, Impairment Test, Discounted Cash Flow, Discount Rate", "terseLabel": "Discounted cash flow, discount rate" } } }, "localname": "GoodwillImpairmentTestDiscountedCashFlowDiscountRate", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/GoodwillDetails" ], "xbrltype": "percentItemType" }, "ivc_GoodwillImpairmentTestDiscountedCashFlowSensitivityAnalysisDiscountRateIncrease": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Goodwill, Impairment Test, Discounted Cash Flow, Sensitivity Analysis, Discount Rate Increase", "label": "Goodwill, Impairment Test, Discounted Cash Flow, Sensitivity Analysis, Discount Rate Increase", "terseLabel": "Discounted cash flow sensitivity analysis discount rate rncrease" } } }, "localname": "GoodwillImpairmentTestDiscountedCashFlowSensitivityAnalysisDiscountRateIncrease", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/GoodwillDetails" ], "xbrltype": "percentItemType" }, "ivc_GoodwillImpairmentTestUSTreasurySecuritiesMaturityTerm": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Goodwill, Impairment Test, US Treasury Securities, Maturity Term", "label": "Goodwill, Impairment Test, US Treasury Securities, Maturity Term", "terseLabel": "US treasury bond maturity" } } }, "localname": "GoodwillImpairmentTestUSTreasurySecuritiesMaturityTerm", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/GoodwillDetails" ], "xbrltype": "durationItemType" }, "ivc_GovernmentTendersMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Government Tenders [Member]", "label": "Government Tenders [Member]", "terseLabel": "Government Tenders [Member]" } } }, "localname": "GovernmentTendersMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RevenuesDetails" ], "xbrltype": "domainItemType" }, "ivc_ITLicenses": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 18.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "IT Licenses", "label": "IT Licenses", "terseLabel": "IT licenses" } } }, "localname": "ITLicenses", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ITServiceContract": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 16.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "IT Service Contract", "label": "IT Service Contract", "terseLabel": "IT service contracts" } } }, "localname": "ITServiceContract", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ImpairedFinancingReceivableRelatedAllowanceAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Impaired Financing Receivable, Related Allowance [Abstract]", "label": "Impaired Financing Receivable, Related Allowance [Abstract]", "terseLabel": "Related Allowance for Doubtful Accounts" } } }, "localname": "ImpairedFinancingReceivableRelatedAllowanceAbstract", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "stringItemType" }, "ivc_ImpairmentofIntangibleAssetsExcludingGoodwillNetofTaxPerDilutedShare": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Impairment of Intangible Assets (Excluding Goodwill), Net of Tax Per Diluted Share", "label": "Impairment of Intangible Assets (Excluding Goodwill), Net of Tax Per Diluted Share", "terseLabel": "Impairment of Intangible Assets (Excluding Goodwill), Net of Tax Per Diluted Share" } } }, "localname": "ImpairmentofIntangibleAssetsExcludingGoodwillNetofTaxPerDilutedShare", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "perShareItemType" }, "ivc_IndefiniteLivedIntangibleAssetsImpairmentLossesAfterTax": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Indefinite Lived Intangible Assets, Impairment Losses After Tax", "label": "Indefinite Lived Intangible Assets, Impairment Losses After Tax", "terseLabel": "Indefinite Lived Intangible Assets, Impairment Losses After Tax" } } }, "localname": "IndefiniteLivedIntangibleAssetsImpairmentLossesAfterTax", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/GoodwillDetails", "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "http://www.invacare.com/role/IntangiblesScheduleOfIndefiniteLivedAssetsDetails", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_InformationTechnologyRecoverableCosts": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails": { "order": 9.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Information technology recoverable costs", "label": "Information Technology Recoverable Costs", "terseLabel": "Receivable due from information technology provider" } } }, "localname": "InformationTechnologyRecoverableCosts", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_InstallmentReceivable1to29DaysPastDue": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails": { "order": 3.0, "parentTag": "us-gaap_FinancingReceivableRecordedInvestmentPastDue", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Installment Receivable, 1 to 29 Days Past Due", "label": "Installment Receivable, 1 to 29 Days Past Due", "terseLabel": "Installment Receivable, 1 to 29 Days Past Due" } } }, "localname": "InstallmentReceivable1to29DaysPastDue", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_InstallmentReceivable30to59DaysPastDue": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails": { "order": 4.0, "parentTag": "us-gaap_FinancingReceivableRecordedInvestmentPastDue", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Installment Receivable, 30 to 59 Days Past Due", "label": "Installment Receivable, 30 to 59 Days Past Due", "terseLabel": "Installment Receivable, 30 to 59 Days Past Due" } } }, "localname": "InstallmentReceivable30to59DaysPastDue", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_InstallmentReceivableGreaterThan90DaysPastDue": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails": { "order": 2.0, "parentTag": "us-gaap_FinancingReceivableRecordedInvestmentPastDue", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Installment Receivable, Greater than 90 Days Past Due", "label": "Installment Receivable, Greater than 90 Days Past Due", "terseLabel": "Installment Receivable, Greater than 90 Days Past Due" } } }, "localname": "InstallmentReceivableGreaterThan90DaysPastDue", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_InstallmentSales60to89DaysPastDue": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails": { "order": 5.0, "parentTag": "us-gaap_FinancingReceivableRecordedInvestmentPastDue", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Installment Sales, 60 to 89 Days Past Due", "label": "Installment Sales, 60 to 89 Days Past Due", "terseLabel": "Installment Sales, 60 to 89 Days Past Due" } } }, "localname": "InstallmentSales60to89DaysPastDue", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_InstitutionalProductsGroupMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Institutional Products Group [Member]", "label": "Institutional Products Group [Member]", "terseLabel": "Institutional Products Group" } } }, "localname": "InstitutionalProductsGroupMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails", "http://www.invacare.com/role/GoodwillDetails", "http://www.invacare.com/role/IntangiblesScheduleOfIndefiniteLivedAssetsDetails" ], "xbrltype": "domainItemType" }, "ivc_IntraperiodallocationstoOCI": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Intraperiod allocations to OCI", "label": "Intraperiod allocations to OCI", "terseLabel": "Income Tax Expense (Benefit), Intraperiod Tax Allocation" } } }, "localname": "IntraperiodallocationstoOCI", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "ivc_LIneofCreditFacilityCovenantFeatureDominionTriggerforFiveConsecutiveDays": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "LIne of Credit Facility, Covenant Feature Dominion Trigger for Five Consecutive Days", "label": "LIne of Credit Facility, Covenant Feature Dominion Trigger for Five Consecutive Days", "terseLabel": "Line of Credit Facility, Covenant Feature, Dominion Trigger for Five Consecutive Days" } } }, "localname": "LIneofCreditFacilityCovenantFeatureDominionTriggerforFiveConsecutiveDays", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_LargeNationalCustomersMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Large National Customers [Member]", "label": "Large National Customers [Member]", "terseLabel": "Large National Customers [Member]" } } }, "localname": "LargeNationalCustomersMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RevenuesDetails" ], "xbrltype": "domainItemType" }, "ivc_LastReportedSalesPricePeriodCommonStock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Last Reported Sales Price Period, Common Stock", "label": "Last Reported Sales Price Period, Common Stock", "terseLabel": "Last Reported Sales Price Period, Common Stock" } } }, "localname": "LastReportedSalesPricePeriodCommonStock", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "durationItemType" }, "ivc_LeaseAssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Lease Assets [Abstract]", "label": "Lease Assets [Abstract]" } } }, "localname": "LeaseAssetsAbstract", "nsuri": "http://www.invacare.com/20191231", "xbrltype": "stringItemType" }, "ivc_LeaseAssetsTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Lease Assets", "label": "Lease Assets [Text Block]", "terseLabel": "Lease Assets [Text Block]" } } }, "localname": "LeaseAssetsTextBlock", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LeaseAssetsNotes" ], "xbrltype": "textBlockItemType" }, "ivc_LiabilityComponentsofConvertible2021NoteTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Table Text Block] for Liability Components of Convertible 2021 Note", "label": "Liability Components of Convertible 2021 Note [Table Text Block]", "terseLabel": "Liability Components of Convertible 2021 Note" } } }, "localname": "LiabilityComponentsofConvertible2021NoteTableTextBlock", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtTables" ], "xbrltype": "textBlockItemType" }, "ivc_LiabilityComponentsofConvertible2022NoteTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Liability Components of Convertible 2022 Note [Table Text Block] [Table Text Block]", "label": "Liability Components of Convertible 2022 Note [Table Text Block]", "terseLabel": "Liability Components of Convertible 2022 Note" } } }, "localname": "LiabilityComponentsofConvertible2022NoteTableTextBlock", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtTables" ], "xbrltype": "textBlockItemType" }, "ivc_LiabilityComponentsofConvertible2024NoteTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Liability Components of Convertible 2024 Note", "label": "Liability Components of Convertible 2024 Note [Table Text Block]", "terseLabel": "Liability Components of Convertible 2024 Note" } } }, "localname": "LiabilityComponentsofConvertible2024NoteTableTextBlock", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtTables" ], "xbrltype": "textBlockItemType" }, "ivc_LifestyleProductsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Lifestyle Products [Member]", "label": "Lifestyle Products [Member]", "terseLabel": "Lifestyle Products" } } }, "localname": "LifestyleProductsMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails" ], "xbrltype": "domainItemType" }, "ivc_LineofCreditCovenantComplianceConsecutiveBusinessDaysforUndrawnBalance": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Consecutive Business Days for Undrawn Balance", "label": "Line of Credit, Covenant Compliance, Consecutive Business Days for Undrawn Balance", "terseLabel": "Line of Credit, Covenant Compliance, Consecutive Business Days for Undrawn Balance" } } }, "localname": "LineofCreditCovenantComplianceConsecutiveBusinessDaysforUndrawnBalance", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "durationItemType" }, "ivc_LineofCreditCovenantComplianceConsecutiveBusinessDaysforUndrawn_Balance": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Consecutive Business Days for Undrawn_Balance", "label": "Line of Credit, Covenant Compliance, Consecutive Business Days for Undrawn_Balance", "terseLabel": "Line of Credit, Covenant Compliance, Consecutive Business Days for Undrawn_Balance" } } }, "localname": "LineofCreditCovenantComplianceConsecutiveBusinessDaysforUndrawn_Balance", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "durationItemType" }, "ivc_LineofCreditCovenantComplianceInterruptionofManufacturingFacilitiesPeriod": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Interruption of Manufacturing Facilities Period", "label": "Line of Credit, Covenant Compliance, Interruption of Manufacturing Facilities Period", "terseLabel": "Line of Credit, Covenant Compliance, Interruption of Manufacturing Facilities Period" } } }, "localname": "LineofCreditCovenantComplianceInterruptionofManufacturingFacilitiesPeriod", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "durationItemType" }, "ivc_LineofCreditCovenantComplianceMaximumBorrowingCapacityAdditionalLongLivedAssetAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Additional Long-Lived Asset Amount", "label": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Additional Long-Lived Asset Amount", "terseLabel": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Additional Long-Lived Asset Amount" } } }, "localname": "LineofCreditCovenantComplianceMaximumBorrowingCapacityAdditionalLongLivedAssetAmount", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_LineofCreditCovenantComplianceMaximumBorrowingCapacityAvailabilityReserveMinimum": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Availability Reserve, Minimum", "label": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Availability Reserve, Minimum", "terseLabel": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Availability Reserve, Minimum" } } }, "localname": "LineofCreditCovenantComplianceMaximumBorrowingCapacityAvailabilityReserveMinimum", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_LineofCreditCovenantComplianceMaximumBorrowingCapacityInventoriesDomesticPercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Domestic, Percent", "label": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Domestic, Percent", "terseLabel": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Domestic, Percent" } } }, "localname": "LineofCreditCovenantComplianceMaximumBorrowingCapacityInventoriesDomesticPercent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_LineofCreditCovenantComplianceMaximumBorrowingCapacityInventoriesForeignLiquidationValuePercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Foreign, Liquidation Value, Percent", "label": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Foreign, Liquidation Value, Percent", "terseLabel": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Foreign, Liquidation Value, Percent" } } }, "localname": "LineofCreditCovenantComplianceMaximumBorrowingCapacityInventoriesForeignLiquidationValuePercent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_LineofCreditCovenantComplianceMaximumBorrowingCapacityInventoriesForeignPercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Foreign, Percent", "label": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Foreign, Percent", "terseLabel": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Foreign, Percent" } } }, "localname": "LineofCreditCovenantComplianceMaximumBorrowingCapacityInventoriesForeignPercent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_LineofCreditCovenantComplianceMaximumBorrowingCapacityInventoriesLiquidationValueAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Liquidation Value, Amount", "label": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Liquidation Value, Amount", "terseLabel": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Liquidation Value, Amount" } } }, "localname": "LineofCreditCovenantComplianceMaximumBorrowingCapacityInventoriesLiquidationValueAmount", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_LineofCreditCovenantComplianceMaximumBorrowingCapacityInventoriesLiquidationValuePercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Liquidation Value, Percent", "label": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Liquidation Value, Percent", "terseLabel": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Liquidation Value, Percent" } } }, "localname": "LineofCreditCovenantComplianceMaximumBorrowingCapacityInventoriesLiquidationValuePercent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_LineofCreditCovenantComplianceMaximumBorrowingCapacityPropertyPlantandEquipmentLiquidationValuePercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Property, Plant and Equipment, Liquidation Value, Percent", "label": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Property, Plant and Equipment, Liquidation Value, Percent", "terseLabel": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Property, Plant and Equipment, Liquidation Value, Percent" } } }, "localname": "LineofCreditCovenantComplianceMaximumBorrowingCapacityPropertyPlantandEquipmentLiquidationValuePercent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_LineofCreditCovenantComplianceMaximumBorrowingCapacityTradeReceivablesDomesticPercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Domestic, Percent", "label": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Domestic, Percent", "terseLabel": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Domestic, Percent" } } }, "localname": "LineofCreditCovenantComplianceMaximumBorrowingCapacityTradeReceivablesDomesticPercent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_LineofCreditCovenantComplianceMaximumBorrowingCapacityTradeReceivablesEuropePercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Europe, Percent", "label": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Europe, Percent", "terseLabel": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Europe, Percent" } } }, "localname": "LineofCreditCovenantComplianceMaximumBorrowingCapacityTradeReceivablesEuropePercent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_LineofCreditCovenantComplianceMaximumBorrowingCapacityTradeReceivablesForeignPercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Foreign, Percent", "label": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Foreign, Percent", "terseLabel": "Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Foreign, Percent" } } }, "localname": "LineofCreditCovenantComplianceMaximumBorrowingCapacityTradeReceivablesForeignPercent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_LineofCreditCovenantComplianceRequiredUndrawnBalanceAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Required Undrawn Balance, Amount", "label": "Line of Credit, Covenant Compliance, Required Undrawn Balance, Amount", "terseLabel": "Line of Credit, Covenant Compliance, Required Undrawn Balance, Amount" } } }, "localname": "LineofCreditCovenantComplianceRequiredUndrawnBalanceAmount", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_LineofCreditCovenantComplianceRequiredUndrawnBalanceMinimumPercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line of Credit, Covenant Compliance, Required Undrawn Balance, Minimum, Percent", "label": "Line of Credit, Covenant Compliance, Required Undrawn Balance, Minimum, Percent", "terseLabel": "Line of Credit, Covenant Compliance, Required Undrawn Balance, Minimum, Percent" } } }, "localname": "LineofCreditCovenantComplianceRequiredUndrawnBalanceMinimumPercent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_LineofCreditFacilityAdditionalBorrowingCapacity": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Line of Credit Facility, Additional Borrowing Capacity", "label": "Line of Credit Facility, Additional Borrowing Capacity", "terseLabel": "Line of Credit Facility, Additional Borrowing Capacity" } } }, "localname": "LineofCreditFacilityAdditionalBorrowingCapacity", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_LineofCreditFacilityCovenantFeatureDominionTrigger": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Line of Credit Facility, Covenant Feature, Dominion Trigger", "label": "Line of Credit Facility, Covenant Feature, Dominion Trigger", "terseLabel": "Line of Credit Facility, Covenant Feature, Dominion Trigger" } } }, "localname": "LineofCreditFacilityCovenantFeatureDominionTrigger", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_LineofCreditFacilityCovenantFeatureDominionTriggerMaximumPercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line of Credit Facility, Covenant Feature, Dominion Trigger Maximum Percentage", "label": "Line of Credit Facility, Covenant Feature, Dominion Trigger Maximum Percentage", "terseLabel": "Line of Credit Facility, Covenant Feature, Dominion Trigger Maximum Percentage" } } }, "localname": "LineofCreditFacilityCovenantFeatureDominionTriggerMaximumPercentage", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_LineofCreditFacilityCovenantFeatureIncreaseLimit": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Line of Credit Facility, Covenant Feature, Increase Limit", "label": "Line of Credit Facility, Covenant Feature, Increase Limit", "terseLabel": "Remaining borrowing capacity" } } }, "localname": "LineofCreditFacilityCovenantFeatureIncreaseLimit", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_LossContingencyAggregateExternalInsuranceCoverage": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Loss Contingency, Aggregate External Insurance Coverage", "label": "Loss Contingency, Aggregate External Insurance Coverage", "terseLabel": "Annual policy losses, external insurance coverage, in aggregate" } } }, "localname": "LossContingencyAggregateExternalInsuranceCoverage", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesProductLiabilityCostDetails" ], "xbrltype": "monetaryItemType" }, "ivc_LossContingencyAggregateInsuranceCoverage": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Loss Contingency, Aggregate Insurance Coverage", "label": "Loss Contingency, Aggregate Insurance Coverage", "terseLabel": "Annual policy losses, in aggregate" } } }, "localname": "LossContingencyAggregateInsuranceCoverage", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesProductLiabilityCostDetails" ], "xbrltype": "monetaryItemType" }, "ivc_LossContingencyInsuranceCoverageperIncident": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Loss Contingency, Insurance Coverage per Incident", "label": "Loss Contingency, Insurance Coverage per Incident", "terseLabel": "Annual policy losses insured per occurence" } } }, "localname": "LossContingencyInsuranceCoverageperIncident", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesProductLiabilityCostDetails" ], "xbrltype": "monetaryItemType" }, "ivc_LossgainonConvertibleDebtDerivatives": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 18.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Gain (loss) on Convertible Debt Derivatives", "label": "Loss (gain) on Convertible Debt Derivatives", "negatedTerseLabel": "Loss (gain) on Convertible Debt Derivatives", "terseLabel": "Loss (gain) on Convertible Debt Derivatives" } } }, "localname": "LossgainonConvertibleDebtDerivatives", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows", "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_LossgainonConvertibleDebtDerivativesNetofTax": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Loss (gain) on Convertible Debt Derivatives, Net of Tax", "label": "Loss (gain) on Convertible Debt Derivatives, Net of Tax", "terseLabel": "Loss (gain) on Convertible Debt Derivatives, Net of Tax" } } }, "localname": "LossgainonConvertibleDebtDerivativesNetofTax", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_LossgainonConvertibleDebtDerivativesPerDilutedShare": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Loss (gain) on Convertible Debt Derivatives, Per Diluted Share", "label": "Loss (gain) on Convertible Debt Derivatives, Per Diluted Share", "negatedTerseLabel": "Loss (gain) on Convertible Debt Derivatives, Per Diluted Share" } } }, "localname": "LossgainonConvertibleDebtDerivativesPerDilutedShare", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "perShareItemType" }, "ivc_MobilityAndSeatingMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Mobility and Seating [Member]", "label": "Mobility and Seating [Member]", "terseLabel": "Mobility and Seating" } } }, "localname": "MobilityAndSeatingMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails" ], "xbrltype": "domainItemType" }, "ivc_NetBookValueofAssetsSold": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Net Book Value of Assets Sold", "label": "Net Book Value of Assets Sold", "terseLabel": "Net Book Value of Assets Sold" } } }, "localname": "NetBookValueofAssetsSold", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails", "http://www.invacare.com/role/PropertyAndEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "ivc_NetRevenue": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Net Revenue", "label": "Net Revenue", "terseLabel": "Net Revenue" } } }, "localname": "NetRevenue", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RevenuesDetails" ], "xbrltype": "percentItemType" }, "ivc_NewCorporateTaxRate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "New Corporate Tax Rate", "label": "New Corporate Tax Rate", "terseLabel": "New Corporate Tax Rate" } } }, "localname": "NewCorporateTaxRate", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUsTaxActOf2017Details" ], "xbrltype": "percentItemType" }, "ivc_NoncashTaxBenefitPerDilutedShare": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Non-cash Tax Benefit, Per Diluted Share", "label": "Non-cash Tax Benefit, Per Diluted Share", "terseLabel": "Non-cash Tax Benefit, Per Diluted Share" } } }, "localname": "NoncashTaxBenefitPerDilutedShare", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "perShareItemType" }, "ivc_NotesLoansAndFinancingReceivableNetOfUnearnedInterest": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Notes, Loans and Financing Receivable, Net of Unearned Interest", "label": "Notes, Loans and Financing Receivable, Net of Unearned Interest", "totalLabel": "Total installment receivables net of unearned interest" } } }, "localname": "NotesLoansAndFinancingReceivableNetOfUnearnedInterest", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_NotesLoansAndFinancingReceivableNetOfUnearnedInterestCurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": 1.0, "parentTag": "us-gaap_NotesAndLoansReceivableNetCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Notes Loans and Financing Receivable Net of Unearned Interest Current", "label": "Notes Loans and Financing Receivable Net of Unearned Interest Current", "totalLabel": "Installment receivables net of unearned interest, current" } } }, "localname": "NotesLoansAndFinancingReceivableNetOfUnearnedInterestCurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_NotesLoansAndFinancingReceivableNetOfUnearnedInterestNoncurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": 2.0, "parentTag": "ivc_NotesLoansAndFinancingReceivableNetOfUnearnedInterest", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Notes Loans and Financing Receivable Net of Unearned Interest Noncurrent", "label": "Notes Loans and Financing Receivable Net of Unearned Interest Noncurrent", "totalLabel": "Installment receivables net of unearned interest, long-term" } } }, "localname": "NotesLoansAndFinancingReceivableNetOfUnearnedInterestNoncurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_NotesLoansAndFinancingReceivablesAverageFinancingPeriod": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Notes, Loans and Financing Receivables, Average Financing Period", "label": "Notes, Loans and Financing Receivables, Average Financing Period", "terseLabel": "Typical financing period" } } }, "localname": "NotesLoansAndFinancingReceivablesAverageFinancingPeriod", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesNarrativeDetails" ], "xbrltype": "durationItemType" }, "ivc_NotesLoansAndFinancingReceivablesNumberOfMissedPaymentsBeforeDelinquent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Notes, Loans, and Financing Receivables, Number of Missed Payments before Delinquent", "label": "Notes, Loans, and Financing Receivables, Number of Missed Payments before Delinquent", "terseLabel": "Number of missed payments before delinquent" } } }, "localname": "NotesLoansAndFinancingReceivablesNumberOfMissedPaymentsBeforeDelinquent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesNarrativeDetails" ], "xbrltype": "integerItemType" }, "ivc_NotesLoansAndFinancingReceivablesPurchaseOfFinanceReceivables": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Notes, Loans and Financing Receivables, Purchase of Finance Receivables", "label": "Notes, Loans and Financing Receivables, Purchase of Finance Receivables", "terseLabel": "Installment receivable purchased from DLL" } } }, "localname": "NotesLoansAndFinancingReceivablesPurchaseOfFinanceReceivables", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_NotesLoansFinancingReceivableAveragePeriodOfAdjudication": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Notes, Loans, Financing Receivable, Average Period of Adjudication", "label": "Notes, Loans, Financing Receivable, Average Period of Adjudication", "terseLabel": "Average period of adjudication" } } }, "localname": "NotesLoansFinancingReceivableAveragePeriodOfAdjudication", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesNarrativeDetails" ], "xbrltype": "durationItemType" }, "ivc_NotionalAmountDerivative": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Notional Amount, Derivative", "label": "Notional Amount, Derivative", "terseLabel": "Notional Amount, Derivative" } } }, "localname": "NotionalAmountDerivative", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_NotionalAmountOfDerivativesMaturedDuringPeriod": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Notional Amount of Derivatives, Matured During Period", "label": "Notional Amount of Derivatives, Matured During Period", "terseLabel": "Notional amount of derivatives, matured during period" } } }, "localname": "NotionalAmountOfDerivativesMaturedDuringPeriod", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_NumberOfCustomersUsedForConcentrationRiskDisclosure": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of Customers Used For Concentration Risk Disclosure", "label": "Number of Customers Used For Concentration Risk Disclosure", "terseLabel": "Number of Customers Used For Concentration Risk Disclosure" } } }, "localname": "NumberOfCustomersUsedForConcentrationRiskDisclosure", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "integerItemType" }, "ivc_OperatingLeaseRightofUseAmortization": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 20.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Operating Lease, Right-of-Use, Amortization", "label": "Operating Lease, Right-of-Use, Amortization", "terseLabel": "Operating Lease, Right-of-Use, Amortization" } } }, "localname": "OperatingLeaseRightofUseAmortization", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "ivc_OperatingLeasesCashPaidinMeasurementofAmountsforLeaseLiabilities": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Operating Leases, Cash Paid in Measurement of Amounts for Lease Liabilities", "label": "Operating Leases, Cash Paid in Measurement of Amounts for Lease Liabilities", "terseLabel": "Operating Leases, Cash Paid in Measurement of Amounts for Lease Liabilities" } } }, "localname": "OperatingLeasesCashPaidinMeasurementofAmountsforLeaseLiabilities", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsScheduleOfCashFlowsSupplementalInformationDetails" ], "xbrltype": "monetaryItemType" }, "ivc_OperatingLeasesFutureMinimumPaymentsInterestIncludedinPayments": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Operating Leases, Future Minimum Payments, Interest Included in Payments", "label": "Operating Leases, Future Minimum Payments, Interest Included in Payments", "negatedTerseLabel": "Operating Leases, Future Minimum Payments, Interest Included in Payments" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsInterestIncludedinPayments", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_OperatingLeasesFutureMinimumPaymentsPresentValueofNetMinimumPayments": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Operating Leases, Future Minimum Payments, Present Value of Net Minimum Payments", "label": "Operating Leases, Future Minimum Payments, Present Value of Net Minimum Payments", "terseLabel": "Operating Leases, Future Minimum Payments, Present Value of Net Minimum Payments" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsPresentValueofNetMinimumPayments", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_OperationsHeldForSaleAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Operations Held For Sale [Abstract]", "label": "Operations Held For Sale [Abstract]" } } }, "localname": "OperationsHeldForSaleAbstract", "nsuri": "http://www.invacare.com/20191231", "xbrltype": "stringItemType" }, "ivc_OperationsHeldForSaleCostsIncurred": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Operations Held For Sale, Costs Incurred", "label": "Operations Held For Sale, Costs Incurred", "negatedTerseLabel": "Operations Held For Sale, Costs Incurred" } } }, "localname": "OperationsHeldForSaleCostsIncurred", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/OperationsHeldForSaleDetails" ], "xbrltype": "monetaryItemType" }, "ivc_OperationsHeldforSalePaymentofSaleCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Operations Held for Sale, Payment of Sale Costs", "label": "Operations Held for Sale, Payment of Sale Costs", "terseLabel": "Operations Held for Sale, Payment of Sale Costs" } } }, "localname": "OperationsHeldforSalePaymentofSaleCosts", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/OperationsHeldForSaleDetails" ], "xbrltype": "monetaryItemType" }, "ivc_OtherComprehensiveIncomeLossDeferredTaxValuationReserve": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 4.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Other Comprehensive Income (Loss), Deferred Tax Valuation Reserve", "label": "Other Comprehensive Income (Loss), Deferred Tax Valuation Reserve", "verboseLabel": "Valuation reserve associated with defined benefit plan activity" } } }, "localname": "OtherComprehensiveIncomeLossDeferredTaxValuationReserve", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "ivc_OtherCustomersMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other Customers [Member]", "label": "Other Customers [Member]", "terseLabel": "Other Customers [Member]" } } }, "localname": "OtherCustomersMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RevenuesDetails" ], "xbrltype": "domainItemType" }, "ivc_OtherLongTermAssetsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other Long-Term Assets", "label": "Other Long-Term Assets [Member]", "terseLabel": "Other Long-Term Assets [Member]" } } }, "localname": "OtherLongTermAssetsMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "ivc_OtherLongTermObligationsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other Long-Term Obligations", "label": "Other Long-Term Obligations [Member]", "terseLabel": "Other Long-Term Obligations" } } }, "localname": "OtherLongTermObligationsMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "ivc_OtherNotesandCapitalLeaseObligationsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other Notes and Capital Lease Obligations [Member]", "label": "Other Notes and Capital Lease Obligations [Member]", "terseLabel": "Other obligations" } } }, "localname": "OtherNotesandCapitalLeaseObligationsMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtDebtDetails" ], "xbrltype": "domainItemType" }, "ivc_OtherProductsAndServicesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Other Products and Services [Member]", "label": "Other Products and Services [Member]", "terseLabel": "Other Products and Services" } } }, "localname": "OtherProductsAndServicesMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails" ], "xbrltype": "domainItemType" }, "ivc_PaymentstoDebtHolders": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Payments to Debt Holders", "label": "Payments to Debt Holders", "terseLabel": "Payments to Debt Holders" } } }, "localname": "PaymentstoDebtHolders", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "ivc_PercentoftheApplicableConversionPrice": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Percent of the Applicable Conversion Price", "label": "Percent of the Applicable Conversion Price", "terseLabel": "Percent of the Applicable Conversion Price" } } }, "localname": "PercentoftheApplicableConversionPrice", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_PercentoftheProductoftheLastReportedSalePriceCommonShares": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Percent of the Product of the Last Reported Sale Price, Common Shares", "label": "Percent of the Product of the Last Reported Sale Price, Common Shares", "terseLabel": "Percent of the Product of the Last Reported Sale Price, Common Shares" } } }, "localname": "PercentoftheProductoftheLastReportedSalePriceCommonShares", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_PrepaidDebtFees": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails": { "order": 8.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Prepaid Debt Fees", "label": "Prepaid Debt Fees", "terseLabel": "Prepaid debt fees" } } }, "localname": "PrepaidDebtFees", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_PrepaidInventory": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails": { "order": 7.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Prepaid Inventory", "label": "Prepaid Inventory", "terseLabel": "Prepaid inventory" } } }, "localname": "PrepaidInventory", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_PrepaidServiceContracts": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails": { "order": 6.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Prepaid Service Contracts", "label": "Prepaid Service Contracts", "terseLabel": "Service contracts" } } }, "localname": "PrepaidServiceContracts", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_PrepaidSocialCharges": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails": { "order": 10.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Prepaid Social Charges", "label": "Prepaid Social Charges", "terseLabel": "Prepaid social charges" } } }, "localname": "PrepaidSocialCharges", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ProceedsfromDivestitureofInterestinSubsidiariesandAffiliatesNet": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Proceeds from Divestiture of Interest in Subsidiaries and Affiliates, Net", "label": "Proceeds from Divestiture of Interest in Subsidiaries and Affiliates, Net", "terseLabel": "Proceeds from Divestiture of Interest in Subsidiaries and Affiliates, Net" } } }, "localname": "ProceedsfromDivestitureofInterestinSubsidiariesandAffiliatesNet", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ProductLiabilityCurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Product Liability, Current", "label": "Product Liability, Current", "terseLabel": "Product liability, current portion" } } }, "localname": "ProductLiabilityCurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ProductLiabilityNoncurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/OtherLongTermObligationsDetails": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesOtherThanLongtermDebtNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Product Liability, Noncurrent", "label": "Product Liability, Noncurrent", "terseLabel": "Product liability" } } }, "localname": "ProductLiabilityNoncurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligationsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ProductLiabilityReservesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Product Liability Reserves [Member]", "label": "Product Liability Reserves [Member]", "terseLabel": "Accrued product liability [Member]" } } }, "localname": "ProductLiabilityReservesMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "ivc_RangeOfExercisePriceFourMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Range of Exercise Price Four [Member]", "label": "Range of Exercise Price Four [Member]", "terseLabel": "$ 30.01 \u2013 $33.36" } } }, "localname": "RangeOfExercisePriceFourMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "domainItemType" }, "ivc_RangeOfExercisePriceOneMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Range of Exercise Price One [Member]", "label": "Range of Exercise Price One [Member]", "terseLabel": "$ 12.15 \u2013 $20.00" } } }, "localname": "RangeOfExercisePriceOneMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "domainItemType" }, "ivc_RangeOfExercisePriceThreeMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Range of Exercise Price Three [Member]", "label": "Range of Exercise Price Three [Member]", "terseLabel": "$ 25.01 \u2013 $30.00" } } }, "localname": "RangeOfExercisePriceThreeMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "domainItemType" }, "ivc_RangeOfExercisePriceTwoMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Range of Exercise Price Two [Member]", "label": "Range of Exercise Price Two [Member]", "terseLabel": "$ 20.01 \u2013 $25.00" } } }, "localname": "RangeOfExercisePriceTwoMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "domainItemType" }, "ivc_RespiratoryTherapyMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Respiratory Therapy [Member]", "label": "Respiratory Therapy [Member]", "terseLabel": "Respiratory Therapy" } } }, "localname": "RespiratoryTherapyMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails" ], "xbrltype": "domainItemType" }, "ivc_RestrictedStockandRestrictedStockUnitsRSUsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Restricted Stock and Restricted Stock Units (RSUs) [Member]", "label": "Restricted Stock and Restricted Stock Units (RSUs) [Member]", "verboseLabel": "Restricted stock and restricted stock units" } } }, "localname": "RestrictedStockandRestrictedStockUnitsRSUsMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails", "http://www.invacare.com/role/EquityCompensationShareBasedCompensationExpenseDetails", "http://www.invacare.com/role/EquityCompensationUnrecognizedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "ivc_RestructuringAndRelatedActivitiesExpectedPayoutPeriod": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Restructuring and Related Activities, Expected Payout Period", "label": "Restructuring and Related Activities, Expected Payout Period", "terseLabel": "Expected payout period" } } }, "localname": "RestructuringAndRelatedActivitiesExpectedPayoutPeriod", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails" ], "xbrltype": "durationItemType" }, "ivc_RestructuringChargesNetOfTax": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Restructuring Charges, Net of Tax", "label": "Restructuring Charges, Net of Tax", "terseLabel": "Restructuring charges, net of tax" } } }, "localname": "RestructuringChargesNetOfTax", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_RestructuringChargesNetOfTaxPerDilutedShare": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Restructuring Charges, Net of Tax, Per Diluted Share", "label": "Restructuring Charges, Net of Tax, Per Diluted Share", "terseLabel": "Restructuring charges, net of tax, per diluted share" } } }, "localname": "RestructuringChargesNetOfTaxPerDilutedShare", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "perShareItemType" }, "ivc_RestructuringChargesNetofInventoryAdjustments": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 3.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Restructuring Charges, Net of Inventory Adjustments", "label": "Restructuring Charges, Net of Inventory Adjustments", "negatedTerseLabel": "Restructuring Charges, Net of Inventory Adjustments", "verboseLabel": "Charges related to restructuring activities" } } }, "localname": "RestructuringChargesNetofInventoryAdjustments", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "ivc_ReturnsandAllowancesReserve": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Returns and Allowances Reserve", "label": "Returns and Allowances Reserve", "negatedTerseLabel": "Returns and Allowances Reserve" } } }, "localname": "ReturnsandAllowancesReserve", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesAccountsReceivableDetails" ], "xbrltype": "monetaryItemType" }, "ivc_RevenueDisclosureTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Revenue Disclosure [Text Block]", "label": "Revenue Disclosure [Text Block]", "terseLabel": "Revenue Disclosure" } } }, "localname": "RevenueDisclosureTextBlock", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/RevenuesNotes" ], "xbrltype": "textBlockItemType" }, "ivc_RevenuesIntercompany": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Revenues, Intercompany", "label": "Revenues, Intercompany", "terseLabel": "Revenues, Intercompany" } } }, "localname": "RevenuesIntercompany", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain]", "label": "Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain]", "terseLabel": "Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain]" } } }, "localname": "RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_RevolvingCreditandSecurityAgreementNewCreditAgreementMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Revolving Credit and Security Agreement (New Credit Agreement) [Member]", "label": "Revolving Credit and Security Agreement (New Credit Agreement) [Member]", "terseLabel": "Revolving Credit and Security Agreement (New Credit Agreement) [Member]" } } }, "localname": "RevolvingCreditandSecurityAgreementNewCreditAgreementMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_RightofUseAssetObtainedinExchangeforTotalLeaseLiability": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Right-of-Use Asset Obtained in Exchange for Total Lease Liability", "label": "Right-of-Use Asset Obtained in Exchange for Total Lease Liability", "terseLabel": "Right-of-Use Asset Obtained in Exchange for Total Lease Liability" } } }, "localname": "RightofUseAssetObtainedinExchangeforTotalLeaseLiability", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsScheduleOfCashFlowsSupplementalInformationDetails" ], "xbrltype": "monetaryItemType" }, "ivc_SaleLeasebackTransactionImmediateLossRecognized": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Sale Leaseback Transaction, Immediate Loss Recognized", "label": "Sale Leaseback Transaction, Immediate Loss Recognized", "terseLabel": "Sale Leaseback Transaction, Immediate Loss Recognized" } } }, "localname": "SaleLeasebackTransactionImmediateLossRecognized", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsSaleLeasebackTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_SaleLeasebackTransactionLeaseTerm": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Sale Leaseback Transaction, Lease Term", "label": "Sale Leaseback Transaction, Lease Term", "terseLabel": "Sale Leaseback Transaction, Lease Term" } } }, "localname": "SaleLeasebackTransactionLeaseTerm", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsSaleLeasebackTransactionsDetails" ], "xbrltype": "durationItemType" }, "ivc_SaleLeasebackTransactionsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Sale Leaseback Transactions [Abstract]", "label": "Sale Leaseback Transactions [Abstract]" } } }, "localname": "SaleLeasebackTransactionsAbstract", "nsuri": "http://www.invacare.com/20191231", "xbrltype": "stringItemType" }, "ivc_ScheduleofAccountsReceivableTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "[Table Text Block] for Schedule of Accounts Receivable [Table]", "label": "Schedule of Accounts Receivable [Table Text Block]", "terseLabel": "Schedule of Accounts Receivable" } } }, "localname": "ScheduleofAccountsReceivableTableTextBlock", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesTables" ], "xbrltype": "textBlockItemType" }, "ivc_ScheduleofCashFlowsSupplementalInformationAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule of Cash Flows Supplemental Information [Abstract]", "label": "Schedule of Cash Flows Supplemental Information [Abstract]" } } }, "localname": "ScheduleofCashFlowsSupplementalInformationAbstract", "nsuri": "http://www.invacare.com/20191231", "xbrltype": "stringItemType" }, "ivc_ScheduleofFiniteLivedandIndefiniteLivedIntangibleAssetsTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Table]", "label": "Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Finite-Lived and Indefinite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleofFiniteLivedandIndefiniteLivedIntangibleAssetsTable", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails" ], "xbrltype": "stringItemType" }, "ivc_ScheduleofIndefiniteLivedAssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule of Indefinite-Lived Assets [Abstract]", "label": "Schedule of Indefinite-Lived Assets [Abstract]" } } }, "localname": "ScheduleofIndefiniteLivedAssetsAbstract", "nsuri": "http://www.invacare.com/20191231", "xbrltype": "stringItemType" }, "ivc_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsForfeiturePercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Forfeiture Percentage", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Forfeiture Percentage", "terseLabel": "Forfeiture percentage" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsForfeiturePercentage", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationAssumptionsDetails" ], "xbrltype": "percentItemType" }, "ivc_SharebasedCompensationArrangementbySharebasedPaymentAwardNonOptionEquityInstrumentsPerformanceAwardTargetAcheivementLowerRangePercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Performance Award Target Acheivement, Lower Range, Percentage", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Performance Award Target Acheivement, Lower Range, Percentage", "terseLabel": "Performance achievement level, lower range" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardNonOptionEquityInstrumentsPerformanceAwardTargetAcheivementLowerRangePercentage", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_SharebasedCompensationArrangementbySharebasedPaymentAwardNonOptionEquityInstrumentsPerformanceAwardTargetAcheivementPercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Level of Performance Award Achievement, Target", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Performance Award Target Acheivement, Percentage", "terseLabel": "Performance achievement level, target range" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardNonOptionEquityInstrumentsPerformanceAwardTargetAcheivementPercentage", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_SharebasedCompensationArrangementbySharebasedPaymentAwardNonOptionEquityInstrumentsPerformanceAwardTargetAcheivementUpperRangePercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Performance Award Target Acheivement, Upper Range, Percentage", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Performance Award Target Acheivement, Upper Range, Percentage", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Performance Award Target Acheivement, Upper Range, Percentage" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardNonOptionEquityInstrumentsPerformanceAwardTargetAcheivementUpperRangePercentage", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "percentItemType" }, "ivc_SharebasedCompensationArrangementbySharebasedPaymentAwardNumberofShareAwardsUnderlyingfrom2003Plan": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Share Awards Underlying from 2003 Plan", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Share Awards Underlying from 2003 Plan", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Share Awards Underlying from 2003 Plan" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardNumberofShareAwardsUnderlyingfrom2003Plan", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "sharesItemType" }, "ivc_SharebasedCompensationArrangementbySharebasedPaymentAwardTreasuryStockSharesAcquired": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Share-based Compensation Arrangement by Share-based Payment Award, Treasury Stock, Shares, Acquired", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Treasury Stock, Shares, Acquired", "terseLabel": "Stock option related treasury stock, shares acquired" } } }, "localname": "SharebasedCompensationArrangementbySharebasedPaymentAwardTreasuryStockSharesAcquired", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "sharesItemType" }, "ivc_SwingLineLoansDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Swing Line Loans [Domain]", "label": "Swing Line Loans [Domain]", "terseLabel": "Swing Line Loans [Domain]" } } }, "localname": "SwingLineLoansDomain", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_TaxYear2020to2022Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tax Year 2017 to 2019 [Member]", "label": "Tax Year 2020 to 2022 [Member]", "terseLabel": "Tax Year 2014 to 2018" } } }, "localname": "TaxYear2020to2022Member", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_TaxYear2020to2023Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tax Year 2020 to 2023 [Member]", "label": "Tax Year 2020 to 2023 [Member]", "terseLabel": "Tax Year 2014 to 2017" } } }, "localname": "TaxYear2020to2023Member", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_TaxYear2023to2027Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tax Year 2023 to 2027 [Member]", "label": "Tax Year 2023 to 2027 [Member]", "terseLabel": "Tax Year 2019 to 2022" } } }, "localname": "TaxYear2023to2027Member", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_TaxYear2026Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tax Year 2026 [Member]", "label": "Tax Year 2026 [Member]", "terseLabel": "Tax Year 2034 [Member]" } } }, "localname": "TaxYear2026Member", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_TaxYear2031to2037Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tax Year 2031 to 2037 [Member]", "label": "Tax Year 2031 to 2037 [Member]", "terseLabel": "Tax Year 2031" } } }, "localname": "TaxYear2031to2037Member", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_TaxYear2033andThereafterMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tax Year 2033 and Thereafter [Member]", "label": "Tax Year 2033 and Thereafter [Member]", "terseLabel": "Tax Year 2028 and Thereafter" } } }, "localname": "TaxYear2033andThereafterMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_TaxYear2034to2037Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tax Year 2034 to 2037 [Member]", "label": "Tax Year 2034 to 2037 [Member]", "terseLabel": "Tax Year 2034 to 2036 [Member]" } } }, "localname": "TaxYear2034to2037Member", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_Taxyear2024to2033Member": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tax year 2024 to 2033 [Member]", "label": "Tax year 2024 to 2033 [Member]", "terseLabel": "Tax year 2018 to 2027" } } }, "localname": "Taxyear2024to2033Member", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_TotalCashPaidinMeasurementofAmountsforLeaseLiabilities": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Total Cash Paid in Measurement of Amounts for Lease Liabilities", "label": "Total Cash Paid in Measurement of Amounts for Lease Liabilities", "terseLabel": "Total Cash Paid in Measurement of Amounts for Lease Liabilities" } } }, "localname": "TotalCashPaidinMeasurementofAmountsforLeaseLiabilities", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsScheduleOfCashFlowsSupplementalInformationDetails" ], "xbrltype": "monetaryItemType" }, "ivc_USTaxActof2017Abstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "US Tax Act of 2017 [Abstract]", "label": "US Tax Act of 2017 [Abstract]" } } }, "localname": "USTaxActof2017Abstract", "nsuri": "http://www.invacare.com/20191231", "xbrltype": "stringItemType" }, "ivc_UnamortizedFinancingCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Unamortized Financing Costs", "label": "Unamortized Financing Costs", "terseLabel": "Amortization of Debt Issuance Costs" } } }, "localname": "UnamortizedFinancingCosts", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_UnearnedInterest": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Unearned Interest", "label": "Unearned Interest", "terseLabel": "Unearned Interest" } } }, "localname": "UnearnedInterest", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_UnearnedInterestCurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": 2.0, "parentTag": "ivc_NotesLoansAndFinancingReceivableNetOfUnearnedInterestCurrent", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Unearned Interest - Current", "label": "Unearned Interest - Current", "terseLabel": "Unearned Interest - Current" } } }, "localname": "UnearnedInterestCurrent", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "ivc_UnlimitedCarryoverMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Unlimited Carryover", "label": "Unlimited Carryover [Member]", "terseLabel": "Unlimited Carryover [Member]" } } }, "localname": "UnlimitedCarryoverMember", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "ivc_UnrecognizedTaxBenefitsDecreasesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Unrecognized Tax Benefits, Decreases [Abstract]", "label": "Unrecognized Tax Benefits, Decreases [Abstract]", "terseLabel": "Deductions due to:" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesAbstract", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUnrecognizedTaxLiabilityDetails" ], "xbrltype": "stringItemType" }, "ivc_UnrecognizedTaxBenefitsExcludingInterestAndPenalties": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Unrecognized Tax Benefits, Excluding Interest and Penalties", "label": "Unrecognized Tax Benefits, Excluding Interest and Penalties", "terseLabel": "Unrecognized tax benefits, excluding interest and penalties" } } }, "localname": "UnrecognizedTaxBenefitsExcludingInterestAndPenalties", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_UnrecognizedTaxBenefitsIncreasesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Unrecognized Tax Benefits, Increases [Abstract]", "label": "Unrecognized Tax Benefits, Increases [Abstract]", "terseLabel": "Additions to:" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesAbstract", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUnrecognizedTaxLiabilityDetails" ], "xbrltype": "stringItemType" }, "ivc_ValuationAllowancesAndReservesAdditionsDeductions": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Valuation Allowances and Reserves, Additions (Deductions)", "label": "Valuation Allowances and Reserves, Additions (Deductions)", "negatedTerseLabel": "Additions (Deductions) Describe" } } }, "localname": "ValuationAllowancesAndReservesAdditionsDeductions", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "ivc_ValueAddedTaxesPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Value Added Taxes, Policy [Policy Text Block]", "label": "Value Added Taxes, Policy [Policy Text Block]", "terseLabel": "Value Added Taxes, Policy" } } }, "localname": "ValueAddedTaxesPolicyPolicyTextBlock", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "ivc_WeightedAverageRemainingLeaseTermsandDiscountRatesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Weighted-Average Remaining Lease Terms and Discount Rates [Abstract]", "label": "Weighted-Average Remaining Lease Terms and Discount Rates [Abstract]" } } }, "localname": "WeightedAverageRemainingLeaseTermsandDiscountRatesAbstract", "nsuri": "http://www.invacare.com/20191231", "xbrltype": "stringItemType" }, "ivc_WeightedAverageRemainingLeaseTermsandDiscountRatesTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Weighted-Average Remaining Lease Terms and Discount Rates [Table Text Block]", "label": "Weighted-Average Remaining Lease Terms and Discount Rates [Table Text Block]", "terseLabel": "Weighted-Average Remaining Lease Terms and Discount Rates" } } }, "localname": "WeightedAverageRemainingLeaseTermsandDiscountRatesTableTextBlock", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsTables" ], "xbrltype": "textBlockItemType" }, "ivc_WriteoffofDeferredDebtIssuanceCostNetofTax": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Write off of Deferred Debt Issuance Cost, Net of Tax", "label": "Write off of Deferred Debt Issuance Cost, Net of Tax", "terseLabel": "Write off of debt fees, net of tax" } } }, "localname": "WriteoffofDeferredDebtIssuanceCostNetofTax", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "ivc_WriteoffofDeferredDebtIssuanceCostNetofTaxPerDilutedShare": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Write off of Deferred Debt Issuance Cost, Net of Tax Per Diluted Share", "label": "Write off of Deferred Debt Issuance Cost, Net of Tax Per Diluted Share", "terseLabel": "Write off of debt fees per diluted share" } } }, "localname": "WriteoffofDeferredDebtIssuanceCostNetofTaxPerDilutedShare", "nsuri": "http://www.invacare.com/20191231", "presentation": [ "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "perShareItemType" }, "srt_ConsolidationItemsAxis": { "auth_ref": [ "r206", "r214" ], "lang": { "en-US": { "role": { "documentation": "Information by components, eliminations, non-segment corporate-level activity and reconciling items used in consolidating a parent entity and its subsidiaries or its operating segments.", "label": "Consolidation Items [Axis]", "terseLabel": "Consolidation Items [Axis]" } } }, "localname": "ConsolidationItemsAxis", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails", "http://www.invacare.com/role/IntangiblesScheduleOfIndefiniteLivedAssetsDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "srt_ConsolidationItemsDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Components, elimination, non-segment corporate-level activity and reconciling items used in consolidating a parent entity and its subsidiaries or its operating segments.", "label": "Consolidation Items [Domain]", "terseLabel": "Consolidation Items [Domain]" } } }, "localname": "ConsolidationItemsDomain", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails", "http://www.invacare.com/role/IntangiblesScheduleOfIndefiniteLivedAssetsDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "srt_EuropeMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Continent of Europe.", "label": "Europe [Member]", "terseLabel": "Europe", "verboseLabel": "Europe" } } }, "localname": "EuropeMember", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesWarrantyScheduleDetails", "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails", "http://www.invacare.com/role/ContingenciesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/GoodwillDetails", "http://www.invacare.com/role/RevenuesDetails" ], "xbrltype": "domainItemType" }, "srt_MaximumMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Upper limit of the provided range.", "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPropertyAndEquipmentDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails", "http://www.invacare.com/role/LeasesAndCommitmentsNarrativeDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Lower limit of the provided range.", "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPropertyAndEquipmentDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails", "http://www.invacare.com/role/LeasesAndCommitmentsNarrativeDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "srt_NorthAmericaMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Continent of North America.", "label": "North America [Member]", "terseLabel": "North America" } } }, "localname": "NorthAmericaMember", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails", "http://www.invacare.com/role/RevenuesDetails" ], "xbrltype": "domainItemType" }, "srt_ProductOrServiceAxis": { "auth_ref": [ "r215", "r340", "r342", "r607" ], "lang": { "en-US": { "role": { "documentation": "Information by product and service, or group of similar products and similar services.", "label": "Product and Service [Axis]", "terseLabel": "Product and Service [Axis]" } } }, "localname": "ProductOrServiceAxis", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails", "http://www.invacare.com/role/RevenuesDetails", "http://www.invacare.com/role/RevenuesTables" ], "xbrltype": "stringItemType" }, "srt_ProductsAndServicesDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Product or service, or a group of similar products or similar services.", "label": "Product and Service [Domain]", "terseLabel": "Product and Service [Domain]" } } }, "localname": "ProductsAndServicesDomain", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails", "http://www.invacare.com/role/RevenuesDetails", "http://www.invacare.com/role/RevenuesTables" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by range, including, but not limited to, upper and lower bounds.", "label": "Range [Axis]", "terseLabel": "Range [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPropertyAndEquipmentDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails", "http://www.invacare.com/role/LeasesAndCommitmentsNarrativeDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Extent of variation, for example, but not limited to, upper and lower bounds.", "label": "Range [Domain]", "terseLabel": "Range [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPropertyAndEquipmentDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails", "http://www.invacare.com/role/LeasesAndCommitmentsNarrativeDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "srt_ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock": { "auth_ref": [ "r165", "r621" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]", "terseLabel": "Schedule II - Valuation and Qualifying Accounts" } } }, "localname": "ScheduleOfValuationAndQualifyingAccountsDisclosureTextBlock", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccounts" ], "xbrltype": "textBlockItemType" }, "srt_ValuationAndQualifyingAccountsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]" } } }, "localname": "ValuationAndQualifyingAccountsAbstract", "nsuri": "http://fasb.org/srt/2018-01-31", "xbrltype": "stringItemType" }, "srt_ValuationAndQualifyingAccountsDisclosureLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]", "terseLabel": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]" } } }, "localname": "ValuationAndQualifyingAccountsDisclosureLineItems", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "srt_ValuationAndQualifyingAccountsDisclosureTable": { "auth_ref": [ "r165", "r621" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table]", "terseLabel": "SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table]" } } }, "localname": "ValuationAndQualifyingAccountsDisclosureTable", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "srt_WeightedAverageMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Average of a range of values, calculated with consideration of proportional relevance.", "label": "Weighted Average [Member]", "terseLabel": "Weighted Average" } } }, "localname": "WeightedAverageMember", "nsuri": "http://fasb.org/srt/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AOCIAttributableToParentNetOfTaxRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "AOCI Attributable to Parent, Net of Tax [Roll Forward]", "terseLabel": "Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]" } } }, "localname": "AOCIAttributableToParentNetOfTaxRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountsNotesAndLoansReceivableLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Accounts, Notes, Loans and Financing Receivable [Line Items]", "terseLabel": "Accounts, Notes, Loans and Financing Receivable [Line Items]" } } }, "localname": "AccountsNotesAndLoansReceivableLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for accounts payable, accrued expenses, and other liabilities that are classified as current at the end of the reporting period.", "label": "Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]", "terseLabel": "Accrued Liabilities" } } }, "localname": "AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpenses" ], "xbrltype": "textBlockItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing accounts payable and accrued liabilities.", "label": "Accounts Payable and Accrued Liabilities [Member]", "terseLabel": "Accrued Expenses" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsPayableCurrent": { "auth_ref": [ "r67" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.invacare.com/role/SubsequentEventsDetails": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accounts Payable, Current", "terseLabel": "Accounts payable" } } }, "localname": "AccountsPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableGross": { "auth_ref": [ "r48", "r580", "r594" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "For unclassified balance sheet, amounts due from customers or clients for goods or services that have been delivered or sold in the normal course of business.", "label": "Accounts Receivable, Gross", "terseLabel": "Accounts Receivable, Gross" } } }, "localname": "AccountsReceivableGross", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesAccountsReceivableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableNet": { "auth_ref": [ "r48", "r54", "r580", "r594" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "For an unclassified balance sheet, the amount due from customers or clients for goods or services that have been delivered or sold in the normal course of business, reduced to their estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection.", "label": "Accounts Receivable, Net", "terseLabel": "Accounts Receivable, Net" } } }, "localname": "AccountsReceivableNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesAccountsReceivableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r48", "r341" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.invacare.com/role/SubsequentEventsDetails": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection.", "label": "Accounts Receivable, Net, Current", "terseLabel": "Trade receivables, net" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccrualForTaxesOtherThanIncomeTaxesCurrent": { "auth_ref": [ "r32", "r71", "r416" ], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for real and property taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrual for Taxes Other than Income Taxes, Current", "terseLabel": "Taxes other than income taxes, primarily Value Added Taxes" } } }, "localname": "AccrualForTaxesOtherThanIncomeTaxesCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedInsuranceCurrent": { "auth_ref": [ "r30", "r32", "r71" ], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 10.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable to insurance entities to mitigate potential loss from various risks or to satisfy a promise to provide certain coverage's to employees. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Insurance, Current", "terseLabel": "Insurance" } } }, "localname": "AccruedInsuranceCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesCurrent": { "auth_ref": [ "r71" ], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.invacare.com/role/SubsequentEventsDetails": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Liabilities, Current", "terseLabel": "Accrued expenses", "totalLabel": "Accrued expenses" } } }, "localname": "AccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails", "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedLiabilitiesMember": { "auth_ref": [ "r71" ], "lang": { "en-US": { "role": { "documentation": "This item represents obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered.", "label": "Accrued Liabilities [Member]", "terseLabel": "Accrued Expenses" } } }, "localname": "AccruedLiabilitiesMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccruedProfessionalFeesCurrent": { "auth_ref": [ "r30", "r32", "r71" ], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Professional Fees, Current", "terseLabel": "Professional" } } }, "localname": "AccruedProfessionalFeesCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedRentCurrent": { "auth_ref": [ "r30", "r32", "r71" ], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 9.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for contractual rent under lease arrangements. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Rent, Current", "terseLabel": "Rent" } } }, "localname": "AccruedRentCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccruedSalariesCurrent": { "auth_ref": [ "r30", "r32", "r71" ], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of the obligations incurred through that date and payable for employees' services provided. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Accrued Salaries, Current", "terseLabel": "Salaries and wages" } } }, "localname": "AccruedSalariesCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDefinedBenefitPlansAdjustmentMember": { "auth_ref": [ "r100", "r105", "r108", "r359", "r472" ], "lang": { "en-US": { "role": { "documentation": "Accumulated other comprehensive (income) loss related to defined benefit plans attributable to the parent.", "label": "Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]", "terseLabel": "Defined Benefit Plans" } } }, "localname": "AccumulatedDefinedBenefitPlansAdjustmentMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails", "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r65", "r273" ], "calculation": { "http://www.invacare.com/role/PropertyAndEquipmentDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedTerseLabel": "Less allowance for depreciation" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/PropertyAndEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember": { "auth_ref": [ "r98", "r105", "r108", "r471" ], "lang": { "en-US": { "role": { "documentation": "Accumulated other comprehensive income (loss) resulting from gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges, attributable to the parent.", "label": "Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]", "terseLabel": "Derivatives" } } }, "localname": "AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails", "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Accumulated Other Comprehensive Income (Loss) [Line Items]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Line Items]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r102", "r104", "r105" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.", "label": "Accumulated Other Comprehensive Income (Loss), Net of Tax", "periodEndLabel": "Ending balance", "periodStartLabel": "Beginning balance", "terseLabel": "Accumulated other comprehensive income" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails", "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about components of accumulated other comprehensive income (loss).", "label": "Accumulated Other Comprehensive Income (Loss) [Table]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) [Table]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [ "r101", "r105", "r108", "r472" ], "lang": { "en-US": { "role": { "documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.", "label": "AOCI Attributable to Parent [Member]", "terseLabel": "Accumulated Other Comprehensive Earnings" } } }, "localname": "AccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_AccumulatedTranslationAdjustmentMember": { "auth_ref": [ "r97", "r105", "r108", "r472" ], "lang": { "en-US": { "role": { "documentation": "Accumulated other comprehensive income (loss) resulting from foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to the parent.", "label": "Accumulated Foreign Currency Adjustment Attributable to Parent [Member]", "terseLabel": "Foreign Currency" } } }, "localname": "AccumulatedTranslationAdjustmentMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r49" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid-in-capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional Paid-in- Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase to additional paid-in capital (APIC) from recognition of equity-based compensation for stock options.", "label": "Adjustments to Additional Paid in Capital, Share-based Compensation, Stock Options, Requisite Service Period Recognition", "terseLabel": "Non-qualified stock option expense" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued": { "auth_ref": [ "r318", "r327", "r335" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in additional paid in capital (APIC) resulting from the issuance of warrants. Includes allocation of proceeds of debt securities issued with detachable stock purchase warrants.", "label": "Adjustments to Additional Paid in Capital, Warrant Issued", "terseLabel": "Adjustments to Additional Paid in Capital, Warrant Issued" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalWarrantIssued", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net earnings to net cash used by operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "auth_ref": [ "r151", "r247", "r248" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for advertising costs. For those costs that cannot be capitalized, discloses whether such costs are expensed as incurred or the first period in which the advertising takes place. For direct response advertising costs that are capitalized, describes those assets and the accounting policy used, including a description of the qualifying activity, the types of costs capitalized and the related amortization period. An entity also may disclose its accounting policy for cooperative advertising arrangements.", "label": "Advertising Costs, Policy [Policy Text Block]", "terseLabel": "Advertising" } } }, "localname": "AdvertisingCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_AdvertisingExpense": { "auth_ref": [ "r417" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line.", "label": "Advertising Expense", "terseLabel": "Advertising expense" } } }, "localname": "AdvertisingExpense", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllOtherSegmentsMember": { "auth_ref": [ "r198", "r199", "r200", "r201", "r202", "r203" ], "lang": { "en-US": { "role": { "documentation": "Operating segments classified as other. Excludes intersegment elimination and reconciling items.", "label": "Other Segments [Member]", "terseLabel": "Other Segments", "verboseLabel": "Other Segments" } } }, "localname": "AllOtherSegmentsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesGoodwillAndOtherIntangiblesDetails", "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails", "http://www.invacare.com/role/RevenuesDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r376", "r409", "r414" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees.", "label": "Allocated Share-based Compensation Expense", "terseLabel": "Stock-based compensation expense" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity", "http://www.invacare.com/role/EquityCompensationShareBasedCompensationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForCreditLossMember": { "auth_ref": [ "r164" ], "lang": { "en-US": { "role": { "documentation": "Allowance for credit loss from right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time.", "label": "SEC Schedule, 12-09, Allowance, Credit Loss [Member]", "terseLabel": "Allowance for doubtful accounts [Member]" } } }, "localname": "AllowanceForCreditLossMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AllowanceForCreditLossesOnFinancingReceivablesTableTextBlock": { "auth_ref": [ "r225" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of financing receivables (examples of financing receivables include loans, trade accounts receivable and notes receivable) and activity in the allowance for credit losses account.", "label": "Allowance for Credit Losses on Financing Receivables [Table Text Block]", "terseLabel": "Schedule of Installment Receivables Allowance for Doubtful Accounts" } } }, "localname": "AllowanceForCreditLossesOnFinancingReceivablesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivable": { "auth_ref": [ "r86", "r233" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "For an unclassified balance sheet, a valuation allowance for receivables due a company that are expected to be uncollectible.", "label": "Allowance for Doubtful Accounts Receivable", "negatedTerseLabel": "Allowance for Doubtful Accounts Receivable" } } }, "localname": "AllowanceForDoubtfulAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesAccountsReceivableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForNotesAndLoansReceivableCurrent": { "auth_ref": [ "r86", "r233" ], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": 2.0, "parentTag": "us-gaap_NotesAndLoansReceivableNetCurrent", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "A valuation allowance relating to a written agreement to receive money (at a specified future date(s) within one year from the reporting date (or the normal operating cycle, whichever is longer), consisting of principal as well as any accrued interest) for the portion that is expected to be uncollectible.", "label": "Allowance for Notes, Loans and Financing Receivable, Current", "negatedLabel": "Allowance for doubtful accounts, current" } } }, "localname": "AllowanceForNotesAndLoansReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForNotesAndLoansReceivableNoncurrent": { "auth_ref": [ "r86", "r233" ], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": 2.0, "parentTag": "us-gaap_NotesAndLoansReceivableNetNoncurrent", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "A valuation allowance relating to a written agreement to receive money (at a specified future date(s) more than one year from the reporting date, consisting of principal as well as any accrued interest) for the portion that is expected to be uncollectible.", "label": "Allowance for Notes, Loans and Financing Receivable, Noncurrent", "negatedLabel": "Allowance for doubtful accounts, long-term" } } }, "localname": "AllowanceForNotesAndLoansReceivableNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfDebtDiscountPremium": { "auth_ref": [ "r128", "r145", "r531" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.", "label": "Amortization of Debt Discount (Premium)", "terseLabel": "Amortization of convertible debt discount" } } }, "localname": "AmortizationOfDebtDiscountPremium", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfFinancingCosts": { "auth_ref": [ "r120", "r145", "r533" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 17.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of amortization expense attributable to debt issuance costs.", "label": "Amortization of Debt Issuance Costs", "terseLabel": "Amortization of Debt Issuance Costs" } } }, "localname": "AmortizationOfFinancingCosts", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfIntangibleAssets": { "auth_ref": [ "r145", "r256", "r264" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.", "label": "Amortization of Intangible Assets", "terseLabel": "Amortization of Intangible Assets" } } }, "localname": "AmortizationOfIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r176" ], "lang": { "en-US": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount", "terseLabel": "Antidilutive securities excluded from computation of earnings per share, amount" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/NetEarningsLossPerCommonShareNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": { "auth_ref": [ "r176" ], "lang": { "en-US": { "role": { "documentation": "Information by type of antidilutive security.", "label": "Antidilutive Securities [Axis]", "terseLabel": "Antidilutive Securities [Axis]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/NetEarningsLossPerCommonShareNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]", "terseLabel": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/NetEarningsLossPerCommonShareNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_AntidilutiveSecuritiesNameDomain": { "auth_ref": [ "r176" ], "lang": { "en-US": { "role": { "documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.", "label": "Antidilutive Securities, Name [Domain]", "terseLabel": "Antidilutive Securities, Name [Domain]" } } }, "localname": "AntidilutiveSecuritiesNameDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/NetEarningsLossPerCommonShareNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ArrangementsAndNonarrangementTransactionsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "This item is to be populated with the collective of (i) types (categories) of arrangements of the entity applicable to its revenue-generating activities or operations and non-arrangement transactions, including but not limited to, for instance, sales of product manufactured by the entity, if such comparison of arrangements as a component of all transactions is provided by the entity.", "label": "Arrangements and Non-arrangement Transactions [Domain]", "terseLabel": "Arrangements and Non-arrangement Transactions [Domain]" } } }, "localname": "ArrangementsAndNonarrangementTransactionsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RevenuesTables" ], "xbrltype": "domainItemType" }, "us-gaap_AssetImpairmentCharges": { "auth_ref": [ "r145", "r271" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 4.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.", "label": "Asset Impairment Charges", "negatedTerseLabel": "Asset write-downs to intangible assets", "terseLabel": "Impairment of an intangible asset" } } }, "localname": "AssetImpairmentCharges", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows", "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Assets": { "auth_ref": [ "r210", "r574", "r596" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.invacare.com/role/SubsequentEventsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "terseLabel": "Assets", "totalLabel": "Total Assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Assets [Abstract]", "terseLabel": "Assets" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r26", "r28", "r90" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total Current Assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Assets, Current [Abstract]", "terseLabel": "Current Assets" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsTotalMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Total assets, when it serves as a benchmark in a concentration of risk calculation, representing the sum of all reported assets as of the balance sheet date.", "label": "Assets, Total [Member]", "terseLabel": "Assets" } } }, "localname": "AssetsTotalMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r377", "r411" ], "lang": { "en-US": { "role": { "documentation": "Information by award type pertaining to equity-based compensation.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails", "http://www.invacare.com/role/EquityCompensationShareBasedCompensationExpenseDetails", "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails", "http://www.invacare.com/role/EquityCompensationUnrecognizedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by location on balance sheet (statement of financial position).", "label": "Balance Sheet Location [Axis]", "terseLabel": "Balance Sheet Location [Axis]" } } }, "localname": "BalanceSheetLocationAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails", "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BalanceSheetLocationDomain": { "auth_ref": [ "r484", "r489" ], "lang": { "en-US": { "role": { "documentation": "Location in the balance sheet (statement of financial position).", "label": "Balance Sheet Location [Domain]", "terseLabel": "Balance Sheet Location [Domain]" } } }, "localname": "BalanceSheetLocationDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails", "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BaseRateMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Minimum rate investor will accept.", "label": "Base Rate [Member]", "terseLabel": "Base Rate" } } }, "localname": "BaseRateMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BuildingAndBuildingImprovementsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Facility held for productive use including, but not limited to, office, production, storage and distribution facilities and any addition, improvement, or renovation to the structure, for example, but not limited to, interior masonry, interior flooring, electrical, and plumbing.", "label": "Building and Building Improvements [Member]", "terseLabel": "Building and building improvements" } } }, "localname": "BuildingAndBuildingImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPropertyAndEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CapitalLeaseObligations": { "auth_ref": [ "r41", "r539", "r597" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount equal to the present value (the principal) at the beginning of the lease term of minimum lease payments during the lease term (excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, together with any profit thereon) net of payments or other amounts applied to the principal through the balance sheet date.", "label": "Capital Lease Obligations", "terseLabel": "Capital Lease Obligations" } } }, "localname": "CapitalLeaseObligations", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsSaleLeasebackTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDue": { "auth_ref": [ "r539" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": 1.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsPresentValueOfNetMinimumPayments", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments for capital leases.", "label": "Capital Leases, Future Minimum Payments Due", "totalLabel": "Total future minimum lease payments" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]", "terseLabel": "Finance Leases" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDueCurrent": { "auth_ref": [ "r539" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": 1.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments for capital leases due in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments Due, Next Twelve Months", "terseLabel": "Capital Leases - 2020" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDueCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDueInFiveYears": { "auth_ref": [ "r539" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": 5.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments for capital leases due in the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments Due in Five Years", "terseLabel": "Capital Leases - 2024" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDueInFiveYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDueInFourYears": { "auth_ref": [ "r539" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": 4.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments for capital leases due in the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments Due in Four Years", "terseLabel": "Capital Leases - 2023" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDueInFourYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDueInThreeYears": { "auth_ref": [ "r539" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": 3.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments for capital leases due in the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments Due in Three Years", "terseLabel": "Capital Leases - 2022" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDueInThreeYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDueInTwoYears": { "auth_ref": [ "r539" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": 2.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments for capital leases due in the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments Due in Two Years", "terseLabel": "Capital Leases - 2021" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDueInTwoYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsDueThereafter": { "auth_ref": [ "r539" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": 6.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of minimum lease payments for capital leases due after the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Capital Leases, Future Minimum Payments Due Thereafter", "terseLabel": "Capital Leases - Thereafter" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsDueThereafter", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsInterestIncludedInPayments": { "auth_ref": [ "r539" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": 2.0, "parentTag": "us-gaap_CapitalLeasesFutureMinimumPaymentsPresentValueOfNetMinimumPayments", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount necessary to reduce net minimum lease payments to present value for capital leases.", "label": "Capital Leases, Future Minimum Payments, Interest Included in Payments", "negatedTerseLabel": "Amounts representing interest" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsInterestIncludedInPayments", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CapitalLeasesFutureMinimumPaymentsPresentValueOfNetMinimumPayments": { "auth_ref": [ "r539" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Present value of minimum lease payments for capital leases net of executory costs, including amounts paid by the lessee to the lessor for insurance, maintenance and taxes.", "label": "Capital Leases, Future Minimum Payments, Present Value of Net Minimum Payments", "totalLabel": "Present value of minimum lease payments" } } }, "localname": "CapitalLeasesFutureMinimumPaymentsPresentValueOfNetMinimumPayments", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CarryingReportedAmountFairValueDisclosureMember": { "auth_ref": [ "r521", "r522" ], "lang": { "en-US": { "role": { "documentation": "Measured as reported on the statement of financial position (balance sheet).", "label": "Reported Value Measurement [Member]", "terseLabel": "Carrying Value" } } }, "localname": "CarryingReportedAmountFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r20", "r61", "r147" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "periodEndLabel": "Cash and cash equivalents at end of year", "periodStartLabel": "Cash and cash equivalents at beginning of year", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsFairValueDisclosure": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value portion of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash and Cash Equivalents, Fair Value Disclosure", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Includes effect from exchange rate changes.", "label": "Cash and Cash Equivalents, Period Increase (Decrease)", "totalLabel": "Increase (decrease) in cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsPeriodIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecreaseAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Cash and Cash Equivalents, Period Increase (Decrease) [Abstract]", "terseLabel": "Cash and Cash Equivalents, Period Increase (Decrease) [Abstract]" } } }, "localname": "CashAndCashEquivalentsPeriodIncreaseDecreaseAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r35", "r148", "r151", "r218" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents, Policy" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashFlowHedgingMember": { "auth_ref": [ "r481" ], "lang": { "en-US": { "role": { "documentation": "Hedge of the exposure to variability in the cash flows of a recognized asset or liability, or of a forecasted transaction, that is attributable to a particular risk.", "label": "Cash Flow Hedging [Member]", "terseLabel": "Cash Flow Hedging" } } }, "localname": "CashFlowHedgingMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CashSurrenderValueOfLifeInsurance": { "auth_ref": [ "r29", "r66" ], "calculation": { "http://www.invacare.com/role/OtherLongTermAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount as of the balance sheet date of amounts which could be received based on the terms of the insurance contract upon surrendering life policies owned by the entity.", "label": "Cash Surrender Value of Life Insurance", "terseLabel": "Cash surrender value of life insurance policies" } } }, "localname": "CashSurrenderValueOfLifeInsurance", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails", "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity", "http://www.invacare.com/role/DocumentAndEntityInformation", "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Stock [Line Items]", "terseLabel": "Class of Stock [Line Items]" } } }, "localname": "ClassOfStockLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "auth_ref": [ "r160" ], "lang": { "en-US": { "role": { "documentation": "Exercise price per share or per unit of warrants or rights outstanding.", "label": "Class of Warrant or Right, Exercise Price of Warrants or Rights", "terseLabel": "Class of Warrant or Right, Exercise Price of Warrants or Rights" } } }, "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommonClassBMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Classification of common stock that has different rights than Common Class A, representing ownership interest in a corporation.", "label": "Common Class B [Member]", "terseLabel": "Class B Common Shares (Authorized 12,000 shares; 6 issued and outstanding in 2019 and 2018)\u2014no par", "verboseLabel": "Class B Common Shares" } } }, "localname": "CommonClassBMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails", "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity", "http://www.invacare.com/role/DocumentAndEntityInformation", "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockDividendsPerShareCashPaid": { "auth_ref": [ "r335" ], "lang": { "en-US": { "role": { "documentation": "Aggregate dividends paid during the period for each share of common stock outstanding.", "label": "Common Stock, Dividends, Per Share, Cash Paid", "terseLabel": "Dividends paid (in dollars per share)" } } }, "localname": "CommonStockDividendsPerShareCashPaid", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockDividendsPerShareDeclared": { "auth_ref": [ "r335" ], "lang": { "en-US": { "role": { "documentation": "Aggregate dividends declared during the period for each share of common stock outstanding.", "label": "Common Stock, Dividends, Per Share, Declared", "terseLabel": "Dividends declared (in dollars per share)" } } }, "localname": "CommonStockDividendsPerShareDeclared", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock", "verboseLabel": "Common Shares (Authorized 150,000 shares; 37,609 and 37,010 issued and outstanding in 2019 and 2018, respectively)\u2014no par" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails", "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity", "http://www.invacare.com/role/DocumentAndEntityInformation", "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r47" ], "lang": { "en-US": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "verboseLabel": "Common stock par value (in dollars per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r47" ], "lang": { "en-US": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common Stock, Shares Authorized" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r47" ], "lang": { "en-US": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "periodEndLabel": "Common Stock, Ending Balance", "periodStartLabel": "Common Stock, Beginning Balance", "terseLabel": "Common Stock, Shares, Issued" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails", "http://www.invacare.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r47", "r327" ], "lang": { "en-US": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "terseLabel": "Common Stock, Shares, Outstanding" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValueOutstanding": { "auth_ref": [ "r47" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Value of all classes of common stock held by shareholders. May be all or portion of the number of common shares authorized. These shares exclude common shares repurchased by the entity and held as treasury shares.", "label": "Common Stock, Value, Outstanding", "terseLabel": "Common shares" } } }, "localname": "CommonStockValueOutstanding", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CompensationAndRetirementDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Retirement Benefits [Abstract]" } } }, "localname": "CompensationAndRetirementDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_ComprehensiveIncomeNetOfTax": { "auth_ref": [ "r111", "r113", "r114" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.", "label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent", "totalLabel": "Comprehensive Loss" } } }, "localname": "ComprehensiveIncomeNetOfTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_ComprehensiveIncomeNoteTextBlock": { "auth_ref": [ "r130" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.", "label": "Comprehensive Income (Loss) Note [Text Block]", "terseLabel": "Accumulated Other Comprehensive Income (Loss) by Component" } } }, "localname": "ComprehensiveIncomeNoteTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponent" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConcentrationRiskBenchmarkDomain": { "auth_ref": [ "r191", "r192", "r523", "r524" ], "lang": { "en-US": { "role": { "documentation": "The denominator in a calculation of a disclosed concentration risk percentage.", "label": "Concentration Risk Benchmark [Domain]", "terseLabel": "Concentration Risk Benchmark [Domain]" } } }, "localname": "ConcentrationRiskBenchmarkDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails", "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConcentrationRiskByBenchmarkAxis": { "auth_ref": [ "r191", "r192", "r523", "r524", "r609" ], "lang": { "en-US": { "role": { "documentation": "Information by benchmark of concentration risk.", "label": "Concentration Risk Benchmark [Axis]", "terseLabel": "Concentration Risk Benchmark [Axis]" } } }, "localname": "ConcentrationRiskByBenchmarkAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails", "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskByTypeAxis": { "auth_ref": [ "r191", "r192", "r523", "r524", "r609" ], "lang": { "en-US": { "role": { "documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender.", "label": "Concentration Risk Type [Axis]", "terseLabel": "Concentration Risk Type [Axis]" } } }, "localname": "ConcentrationRiskByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails", "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskDisclosureTextBlock": { "auth_ref": [ "r197" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.", "label": "Concentration Risk Disclosure [Text Block]", "terseLabel": "Concentration Of Credit Risk" } } }, "localname": "ConcentrationRiskDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConcentrationOfCreditRisk" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConcentrationRiskLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Concentration Risk [Line Items]", "terseLabel": "Concentration Risk [Line Items]" } } }, "localname": "ConcentrationRiskLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskPercentage1": { "auth_ref": [ "r191", "r192", "r523", "r524" ], "lang": { "en-US": { "role": { "documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.", "label": "Concentration Risk, Percentage", "terseLabel": "Concentration risk, percentage" } } }, "localname": "ConcentrationRiskPercentage1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ConcentrationRiskTable": { "auth_ref": [ "r189", "r191", "r192", "r193", "r523", "r525" ], "lang": { "en-US": { "role": { "documentation": "Describes the nature of a concentration, a benchmark to which it is compared, and the percentage that the risk is to the benchmark.", "label": "Concentration Risk [Table]", "terseLabel": "Concentration Risk [Table]" } } }, "localname": "ConcentrationRiskTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConcentrationRiskTypeDomain": { "auth_ref": [ "r191", "r192", "r523", "r524" ], "lang": { "en-US": { "role": { "documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration.", "label": "Concentration Risk Type [Domain]", "terseLabel": "Concentration Risk Type [Domain]" } } }, "localname": "ConcentrationRiskTypeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails", "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConsolidationPolicyTextBlock": { "auth_ref": [ "r151", "r470", "r473", "r474" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.", "label": "Consolidation, Policy [Policy Text Block]", "terseLabel": "Principles of Consolidation" } } }, "localname": "ConsolidationPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ContractTerminationMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Termination of a contract associated with exit from or disposal of business activities or restructurings pursuant to a plan.", "label": "Contract Termination [Member]", "terseLabel": "Contract Terminations" } } }, "localname": "ContractTerminationMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ConvertiblePreferredStockSharesIssuedUponConversion": { "auth_ref": [ "r45", "r46", "r328", "r331" ], "lang": { "en-US": { "role": { "documentation": "Number of shares issued for each share of convertible preferred stock that is converted.", "label": "Convertible Preferred Stock, Shares Issued upon Conversion", "terseLabel": "Convertible Preferred Stock, Shares Issued upon Conversion" } } }, "localname": "ConvertiblePreferredStockSharesIssuedUponConversion", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ConvertibleSubordinatedDebtMember": { "auth_ref": [ "r317" ], "lang": { "en-US": { "role": { "documentation": "Debt that places a lender in a lien position behind debt having a higher priority of repayment in liquidation of the entity's assets which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.", "label": "Convertible Subordinated Debt [Member]", "terseLabel": "Convertible Subordinated Debt" } } }, "localname": "ConvertibleSubordinatedDebtMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesDerivativeInstrumentsDetails", "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermAssetsNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails", "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CostMethodInvestmentsFairValueDisclosure": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value portion of investments accounted under the cost method.", "label": "Cost Method Investments, Fair Value Disclosure", "terseLabel": "Other investments" } } }, "localname": "CostMethodInvestmentsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfRevenue": { "auth_ref": [ "r125" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_GrossProfit", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate cost of goods produced and sold and services rendered during the reporting period.", "label": "Cost of Revenue", "negatedTerseLabel": "Cost of products sold", "terseLabel": "Cost of products sold" } } }, "localname": "CostOfRevenue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails", "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfSalesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing cost of sales.", "label": "Cost of Sales [Member]", "terseLabel": "Cost of products sold" } } }, "localname": "CostOfSalesMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r153", "r451", "r456" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails": { "order": 1.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current federal tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Federal Tax Expense (Benefit)", "terseLabel": "Federal" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentForeignTaxExpenseBenefit": { "auth_ref": [ "r159", "r453" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails": { "order": 3.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current Foreign Tax Expense (Benefit)", "terseLabel": "Foreign" } } }, "localname": "CurrentForeignTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefit": { "auth_ref": [ "r153", "r451", "r456" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations.", "label": "Current Income Tax Expense (Benefit)", "totalLabel": "Current Income Tax Expense (Benefit)" } } }, "localname": "CurrentIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Current Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Current:" } } }, "localname": "CurrentIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "auth_ref": [ "r153", "r451", "r456" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails": { "order": 2.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Current State and Local Tax Expense (Benefit)", "terseLabel": "State" } } }, "localname": "CurrentStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerConcentrationRiskMember": { "auth_ref": [ "r190" ], "lang": { "en-US": { "role": { "documentation": "Reflects the percentage that revenues in the period from one or more significant customers is to net revenues, as defined by the entity, such as total net revenues, product line revenues, segment revenues. The risk is the materially adverse effects of loss of a significant customer.", "label": "Customer Concentration Risk [Member]", "terseLabel": "Customer Concentration Risk" } } }, "localname": "CustomerConcentrationRiskMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails", "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CustomerListsMember": { "auth_ref": [ "r463" ], "lang": { "en-US": { "role": { "documentation": "Information about customers such as their name and contact information; it may also be an extensive database that includes other information about the customers such as their order history and demographic information.", "label": "Customer Lists [Member]", "terseLabel": "Customer lists" } } }, "localname": "CustomerListsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtAndCapitalLeasesDisclosuresTextBlock": { "auth_ref": [ "r323", "r546" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for debt and capital lease obligations can be reported. Information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Also includes descriptions and amounts of capital leasing arrangements that consist of direct financing, sales type and leveraged leases. Disclosure may include the effect on the balance sheet and the income statement resulting from a change in lease classification for leases that at inception would have been classified differently had guidance been in effect at the inception of the original lease.", "label": "Debt and Capital Leases Disclosures [Text Block]", "terseLabel": "Long-Term Debt" } } }, "localname": "DebtAndCapitalLeasesDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebt" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtCurrent": { "auth_ref": [ "r69" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of short-term debt and current maturity of long-term debt and capital lease obligations due within one year or the normal operating cycle, if longer.", "label": "Debt, Current", "terseLabel": "Short-term debt and current maturities of long-term obligations" } } }, "localname": "DebtCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r39", "r40", "r41", "r575", "r577", "r593" ], "lang": { "en-US": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesDerivativeInstrumentsDetails", "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermAssetsNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails", "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentBasisSpreadOnVariableRate1": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Percentage points added to the reference rate to compute the variable rate on the debt instrument.", "label": "Debt Instrument, Basis Spread on Variable Rate", "terseLabel": "Basis spread on variable rate" } } }, "localname": "DebtInstrumentBasisSpreadOnVariableRate1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentConvertibleConversionPrice1": { "auth_ref": [ "r319" ], "lang": { "en-US": { "role": { "documentation": "The price per share of the conversion feature embedded in the debt instrument.", "label": "Debt Instrument, Convertible, Conversion Price", "terseLabel": "Initial conversion price" } } }, "localname": "DebtInstrumentConvertibleConversionPrice1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_DebtInstrumentConvertibleThresholdConsecutiveTradingDays1": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Threshold period of specified consecutive trading days within which common stock price to conversion price of convertible debt instrument must exceed threshold percentage for specified number of trading days to trigger conversion feature.", "label": "Debt Instrument, Convertible, Threshold Consecutive Trading Days", "terseLabel": "Debt Instrument, Convertible, Threshold Consecutive Trading Days" } } }, "localname": "DebtInstrumentConvertibleThresholdConsecutiveTradingDays1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_DebtInstrumentConvertibleThresholdTradingDays": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Threshold number of specified trading days that common stock price to conversion price of convertible debt instruments must exceed threshold percentage within a specified consecutive trading period to trigger conversion feature.", "label": "Debt Instrument, Convertible, Threshold Trading Days", "terseLabel": "Debt Instrument, Convertible, Threshold Trading Days" } } }, "localname": "DebtInstrumentConvertibleThresholdTradingDays", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "integerItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r532", "r534" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "terseLabel": "Debt Instrument, Face Amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesDerivativeInstrumentsDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermAssetsNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails", "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFairValue": { "auth_ref": [ "r520" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.", "label": "Debt Instrument, Fair Value Disclosure", "negatedTerseLabel": "Long-term debt (including current maturities of long-term debt)" } } }, "localname": "DebtInstrumentFairValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFeeAmount": { "auth_ref": [ "r75" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of the fee that accompanies borrowing money under the debt instrument.", "label": "Debt Instrument, Fee Amount", "terseLabel": "Debt Instrument, Fee Amount" } } }, "localname": "DebtInstrumentFeeAmount", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentIncreaseAccruedInterest": { "auth_ref": [ "r156" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Increase for accrued, but unpaid interest on the debt instrument for the period.", "label": "Debt Instrument, Increase, Accrued Interest", "terseLabel": "Debt Instrument, Increase, Accrued Interest" } } }, "localname": "DebtInstrumentIncreaseAccruedInterest", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateEffectivePercentage": { "auth_ref": [ "r74", "r320", "r532" ], "lang": { "en-US": { "role": { "documentation": "Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium.", "label": "Debt Instrument, Interest Rate, Effective Percentage", "terseLabel": "Effective Interest Rate" } } }, "localname": "DebtInstrumentInterestRateEffectivePercentage", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r74" ], "lang": { "en-US": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Interest rate (as a percent)" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesDerivativeInstrumentsDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails", "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesDerivativeInstrumentsDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermAssetsNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r76" ], "lang": { "en-US": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesDerivativeInstrumentsDetails", "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermAssetsNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails", "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodAxis": { "auth_ref": [ "r590" ], "lang": { "en-US": { "role": { "documentation": "Information about timing of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period [Axis]", "terseLabel": "Debt Instrument, Redemption, Period [Axis]" } } }, "localname": "DebtInstrumentRedemptionPeriodAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodDomain": { "auth_ref": [ "r590" ], "lang": { "en-US": { "role": { "documentation": "Period as defined under terms of the debt agreement for debt redemption features.", "label": "Debt Instrument, Redemption, Period [Domain]", "terseLabel": "Debt Instrument, Redemption, Period [Domain]" } } }, "localname": "DebtInstrumentRedemptionPeriodDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRepurchaseAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value amount of debt instrument that was repurchased.", "label": "Debt Instrument, Repurchase Amount", "terseLabel": "Debt Instrument, Repurchase Amount" } } }, "localname": "DebtInstrumentRepurchaseAmount", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r76", "r155", "r328", "r332", "r333", "r334", "r531", "r532", "r534", "r591" ], "lang": { "en-US": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-term Debt Instruments [Table]", "terseLabel": "Schedule of Long-term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesDerivativeInstrumentsDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermAssetsNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscount": { "auth_ref": [ "r531", "r534" ], "calculation": { "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails": { "order": 1.0, "parentTag": "us-gaap_LongTermDebtAndCapitalLeaseObligationsIncludingCurrentMaturities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after accumulated amortization, of debt discount.", "label": "Debt Instrument, Unamortized Discount", "negatedLabel": "Unamortized discount", "negatedTerseLabel": "Debt Instrument, Unamortized Discount", "terseLabel": "Debt Instrument, Unamortized Discount" } } }, "localname": "DebtInstrumentUnamortizedDiscount", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredCompensationCashBasedArrangementsLiabilityCurrent": { "auth_ref": [ "r343", "r344" ], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 15.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Aggregate carrying value as of the balance sheet date of the liabilities for deferred compensation arrangements payable within one year (or the normal operating cycle, if longer). Represents currently earned compensation under cash arrangements (such as a profit-sharing plan, rabbi trust, and employee contract--excluding equity-based arrangements) that is not actually paid until a later date.", "label": "Deferred Compensation Cash-based Arrangements, Liability, Current", "terseLabel": "Supplemental Executive Retirement Program liability Plan (SERP)" } } }, "localname": "DeferredCompensationCashBasedArrangementsLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredCompensationCashbasedArrangementsLiabilityClassifiedNoncurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/OtherLongTermObligationsDetails": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesOtherThanLongtermDebtNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Aggregate carrying value as of the balance sheet date of the liabilities for deferred compensation arrangements payable after one year (or the normal operating cycle, if longer). Represents currently earned compensation under cash arrangements (such as a profit-sharing plan, rabbi trust, and employee contract--excluding equity-based arrangements) that is not actually paid until a later date.", "label": "Deferred Compensation Cash-based Arrangements, Liability, Classified, Noncurrent", "terseLabel": "Supplemental Executive Retirement Plan liability" } } }, "localname": "DeferredCompensationCashbasedArrangementsLiabilityClassifiedNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredCompensationLiabilityClassifiedNoncurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/OtherLongTermObligationsDetails": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesOtherThanLongtermDebtNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Aggregate carrying value as of the balance sheet date of the liabilities for all deferred compensation arrangements payable beyond one year (or the operating cycle, if longer).", "label": "Deferred Compensation Liability, Classified, Noncurrent", "terseLabel": "Deferred compensation" } } }, "localname": "DeferredCompensationLiabilityClassifiedNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]" } } }, "localname": "DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r153", "r452", "r456" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred federal income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Federal Income Tax Expense (Benefit)", "terseLabel": "Federal" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFinanceCostsNoncurrentNet": { "auth_ref": [ "r66", "r533" ], "calculation": { "http://www.invacare.com/role/OtherLongTermAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, after accumulated amortization, of debt issuance costs classified as noncurrent. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.", "label": "Debt Issuance Costs, Noncurrent, Net", "terseLabel": "Deferred financing fees" } } }, "localname": "DeferredFinanceCostsNoncurrentNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredForeignIncomeTaxExpenseBenefit": { "auth_ref": [ "r153", "r452", "r456" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred foreign income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Foreign Income Tax Expense (Benefit)", "terseLabel": "Foreign" } } }, "localname": "DeferredForeignIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r145", "r153", "r452", "r456" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "terseLabel": "Benefit for deferred income taxes", "totalLabel": "Deferred Income Tax Expense (Benefit)" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows", "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]", "terseLabel": "Deferred:" } } }, "localname": "DeferredIncomeTaxExpenseBenefitContinuingOperationsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r43", "r44", "r442", "r576", "r592" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "terseLabel": "Deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxesAndOtherTaxLiabilitiesNoncurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/OtherLongTermObligationsDetails": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesOtherThanLongtermDebtNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences, after deferred tax asset, and other tax liabilities expected to be paid after one year or operating cycle, if longer.", "label": "Deferred Income Taxes and Other Tax Liabilities, Noncurrent", "terseLabel": "Deferred income taxes" } } }, "localname": "DeferredIncomeTaxesAndOtherTaxLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredRevenue": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred revenue as of balance sheet date. Deferred revenue represents collections of cash or other assets related to a revenue producing activity for which revenue has not yet been recognized. Generally, an entity records deferred revenue when it receives consideration from a customer before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP.", "label": "Deferred Revenue", "terseLabel": "Deferred Revenue", "totalLabel": "Total Unearned Interest" } } }, "localname": "DeferredRevenue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails", "http://www.invacare.com/role/RevenuesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredRevenueCurrent": { "auth_ref": [ "r31" ], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 8.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The carrying amount of consideration received or receivable as of the balance sheet date on potential earnings that were not recognized as revenue in conformity with GAAP, and which are expected to be recognized as such within one year or the normal operating cycle, if longer, including sales, license fees, and royalties, but excluding interest income.", "label": "Deferred Revenue, Current", "terseLabel": "Deferred revenue" } } }, "localname": "DeferredRevenueCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredRevenueNoncurrent": { "auth_ref": [ "r31" ], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": 2.0, "parentTag": "ivc_NotesLoansAndFinancingReceivableNetOfUnearnedInterestNoncurrent", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The noncurrent portion of deferred revenue amount as of balance sheet date. Deferred revenue is a liability related to a revenue producing activity for which revenue has not yet been recognized, and is not expected to be recognized in the next twelve months. Generally, an entity records deferred revenue when it receives consideration from a customer before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP.", "label": "Deferred Revenue, Noncurrent", "terseLabel": "Unearned interest, long-term" } } }, "localname": "DeferredRevenueNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r153", "r452", "r456" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "terseLabel": "State" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetDomain": { "auth_ref": [ "r444" ], "lang": { "en-US": { "role": { "documentation": "Identification of the deferred tax asset for which a valuation reserve exists.", "label": "Deferred Tax Asset [Domain]", "terseLabel": "Deferred Tax Asset [Domain]" } } }, "localname": "DeferredTaxAssetDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DeferredTaxAssetIntraEntityTransferAssetOtherThanInventory": { "auth_ref": [ "r449" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary difference from intra-entity transfer of asset within consolidated group. Excludes intra-entity transfer of inventory.", "label": "Deferred Tax Asset, Intra-entity Transfer, Asset Other than Inventory", "terseLabel": "Deferred Tax Asset, Intra-entity Transfer, Asset Other than Inventory" } } }, "localname": "DeferredTaxAssetIntraEntityTransferAssetOtherThanInventory", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r443" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "terseLabel": "Deferred tax assets, gross" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsNetNoncurrent": { "auth_ref": [ "r424", "r425", "r426", "r427", "r443" ], "calculation": { "http://www.invacare.com/role/OtherLongTermAssetsDetails": { "order": 5.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards classified as noncurrent.", "label": "Deferred Tax Assets, Net of Valuation Allowance, Noncurrent", "terseLabel": "Long-term deferred taxes" } } }, "localname": "DeferredTaxAssetsNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsDomestic": { "auth_ref": [ "r419", "r449", "r450" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible domestic operating loss carryforwards. Excludes state and local operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Domestic", "verboseLabel": "Federal tax credit carryforwards" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsDomestic", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsForeign": { "auth_ref": [ "r419", "r449", "r450" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible foreign operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Foreign", "terseLabel": "Deferred Tax Assets, Operating Loss Carryforwards, Foreign" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsForeign", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsStateAndLocal": { "auth_ref": [ "r419", "r449", "r450" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible state and local operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, State and Local", "terseLabel": "Domestic state and local tax loss carryforwards" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsStateAndLocal", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsSubjectToExpiration": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards that are subject to expiration dates.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration", "terseLabel": "Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsSubjectToExpiration", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOtherTaxCarryforwards": { "auth_ref": [ "r420", "r449", "r450" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible tax carryforwards, classified as other.", "label": "Deferred Tax Assets, Other Tax Carryforwards", "terseLabel": "Deferred Tax Assets, Other Tax Carryforwards" } } }, "localname": "DeferredTaxAssetsOtherTaxCarryforwards", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsTaxCreditCarryforwardsOther": { "auth_ref": [ "r447", "r449", "r450" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible tax credit carryforwards, classified as other.", "label": "Deferred Tax Assets, Tax Credit Carryforwards, Other", "terseLabel": "Deferred Tax Assets, Tax Credit Carryforwards, Other" } } }, "localname": "DeferredTaxAssetsTaxCreditCarryforwardsOther", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r444" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.", "label": "Deferred Tax Assets, Valuation Allowance", "terseLabel": "Deferred tax assets, valuation allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsValuationAllowanceNoncurrent": { "auth_ref": [ "r424", "r425", "r444" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": 10.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of valuation allowance of deferred tax asset attributable to deductible temporary differences and carryforwards, classified as noncurrent.", "label": "Deferred Tax Assets, Valuation Allowance, Noncurrent", "negatedTerseLabel": "Valuation allowance" } } }, "localname": "DeferredTaxAssetsValuationAllowanceNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilities": { "auth_ref": [ "r426", "r445" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting.", "label": "Deferred Tax Liabilities, Net", "totalLabel": "Net Deferred Income Taxes" } } }, "localname": "DeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesFinancingArrangements": { "auth_ref": [ "r420", "r449", "r450" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": 4.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from financing arrangements.", "label": "Deferred Tax Liabilities, Financing Arrangements", "negatedTerseLabel": "Convertible debt" } } }, "localname": "DeferredTaxLiabilitiesFinancingArrangements", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesGoodwillAndIntangibleAssets": { "auth_ref": [ "r420", "r449", "r450" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": 3.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from intangible assets including goodwill.", "label": "Deferred Tax Liabilities, Goodwill and Intangible Assets", "negatedTerseLabel": "Goodwill and intangibles" } } }, "localname": "DeferredTaxLiabilitiesGoodwillAndIntangibleAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesLeasingArrangements": { "auth_ref": [ "r420", "r449", "r450" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": 14.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from leasing arrangements.", "label": "Deferred Tax Liabilities, Leasing Arrangements", "terseLabel": "Deferred Tax Liabilities, Leasing Arrangements" } } }, "localname": "DeferredTaxLiabilitiesLeasingArrangements", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesPropertyPlantAndEquipment": { "auth_ref": [ "r420", "r449", "r450" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails": { "order": 5.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from property, plant, and equipment.", "label": "Deferred Tax Liabilities, Property, Plant and Equipment", "negatedTerseLabel": "Fixed assets" } } }, "localname": "DeferredTaxLiabilitiesPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPensionPlanLiabilitiesNoncurrent": { "auth_ref": [ "r42", "r347", "r348", "r352" ], "calculation": { "http://www.invacare.com/role/OtherLongTermObligationsDetails": { "order": 10.0, "parentTag": "us-gaap_LiabilitiesOtherThanLongtermDebtNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liability, recognized in statement of financial position, for defined benefit pension plan, classified as noncurrent. Excludes other postretirement benefit plan.", "label": "Liability, Defined Benefit Pension Plan, Noncurrent", "terseLabel": "Pension" } } }, "localname": "DefinedBenefitPensionPlanLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAccumulatedBenefitObligation": { "auth_ref": [ "r355" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of actuarial present value of benefits attributed to employee service rendered, excluding assumptions about future compensation level.", "label": "Defined Benefit Plan, Accumulated Benefit Obligation", "terseLabel": "Accumulated benefit obligation" } } }, "localname": "DefinedBenefitPlanAccumulatedBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAmountsRecognizedInOtherComprehensiveIncomeLossNetGainLossBeforeTax": { "auth_ref": [ "r99", "r102", "r358" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, after reclassification adjustment, of increase (decrease) in accumulated other comprehensive income from gain (loss) of defined benefit plan.", "label": "Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), after Reclassification Adjustment, before Tax", "terseLabel": "Amounts recognized in other comprehensive income (loss)" } } }, "localname": "DefinedBenefitPlanAmountsRecognizedInOtherComprehensiveIncomeLossNetGainLossBeforeTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationDiscountRate": { "auth_ref": [ "r360" ], "lang": { "en-US": { "role": { "documentation": "Weighted average rate for present value of future retirement benefits cash flows, used to determine benefit obligation of defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate", "terseLabel": "Assumed discount rate" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationDiscountRate", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationRateOfCompensationIncrease": { "auth_ref": [ "r361" ], "lang": { "en-US": { "role": { "documentation": "Weighted average rate increase of compensation, used to determine benefit obligation of defined benefit plan. Plan includes, but is not limited to, pay-related defined benefit plan.", "label": "Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase", "terseLabel": "Assumption, future salary increase rate" } } }, "localname": "DefinedBenefitPlanAssumptionsUsedCalculatingBenefitObligationRateOfCompensationIncrease", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedBenefitPlanBenefitObligation": { "auth_ref": [ "r349" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of actuarial present value of benefits attributed to service rendered by employee for defined benefit plan.", "label": "Defined Benefit Plan, Benefit Obligation", "terseLabel": "Projected benefit obligation" } } }, "localname": "DefinedBenefitPlanBenefitObligation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanBenefitObligationBenefitsPaid": { "auth_ref": [ "r351", "r371" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of payment to participant of defined benefit plan which decreases benefit obligation. For pension plan, payment includes, but is not limited to, pension benefits and death benefits. For other postretirement plan, payment includes, but is not limited to, prescription drug benefits, health care benefits, life insurance benefits, and legal, educational and advisory services.", "label": "Defined Benefit Plan, Benefit Obligation, Benefits Paid", "terseLabel": "Defined Benefit Plan, Benefit Obligation, Benefits Paid" } } }, "localname": "DefinedBenefitPlanBenefitObligationBenefitsPaid", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanDisclosureLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Defined Benefit Plan Disclosure [Line Items]", "terseLabel": "Defined Benefit Plan Disclosure [Line Items]" } } }, "localname": "DefinedBenefitPlanDisclosureLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DefinedBenefitPlanInterestCost": { "auth_ref": [ "r350", "r357", "r367", "r368" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cost recognized for passage of time related to defined benefit plan.", "label": "Defined Benefit Plan, Interest Cost", "terseLabel": "Interest (benefit) cost" } } }, "localname": "DefinedBenefitPlanInterestCost", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedBenefitPlanNetPeriodicBenefitCost": { "auth_ref": [ "r356", "r366", "r368" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of net periodic benefit cost (credit) for defined benefit plan.", "label": "Defined Benefit Plan, Net Periodic Benefit Cost (Credit)", "terseLabel": "Net periodic benefit (income) costs" } } }, "localname": "DefinedBenefitPlanNetPeriodicBenefitCost", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanEmployerDiscretionaryContributionAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of discretionary contributions made by an employer to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Discretionary Contribution Amount", "terseLabel": "Contribution expense" } } }, "localname": "DefinedContributionPlanEmployerDiscretionaryContributionAmount", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanEmployerMatchingContributionPercent": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Percentage of employees' gross pay for which the employer contributes a matching contribution to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay", "terseLabel": "Maximum percentage of matching contribution for total compensation" } } }, "localname": "DefinedContributionPlanEmployerMatchingContributionPercent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedContributionPlanEmployerMatchingContributionPercentOfMatch": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Percentage employer matches of the employee's percentage contribution matched.", "label": "Defined Contribution Plan, Employer Matching Contribution, Percent of Match", "terseLabel": "Company matching employee contributions" } } }, "localname": "DefinedContributionPlanEmployerMatchingContributionPercentOfMatch", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r145", "r208" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeAmountOfHedgedItem": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Amount of hedged item in hedging relationship. Excludes hedged asset or liability.", "label": "Derivative, Amount of Hedged Item", "terseLabel": "Derivative, Amount of Hedged Item" } } }, "localname": "DerivativeAmountOfHedgedItem", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeAssets": { "auth_ref": [ "r93", "r94", "r520" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Asset", "terseLabel": "Derivative assets" } } }, "localname": "DerivativeAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeAssetsCurrent": { "auth_ref": [ "r93" ], "calculation": { "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails": { "order": 3.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Asset, Current", "verboseLabel": "Derivatives (foreign currency forward contracts)" } } }, "localname": "DerivativeAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeAssetsLiabilitiesAtFairValueNet": { "auth_ref": [ "r476" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair values as of the balance sheet date of the net amount of all assets and liabilities resulting from contracts that meet the criteria of being accounted for as derivative instruments.", "label": "Derivative Assets (Liabilities), at Fair Value, Net", "terseLabel": "Derivative assets (liabilities), at fair value, net" } } }, "localname": "DerivativeAssetsLiabilitiesAtFairValueNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeContractTypeDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Financial instrument or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Contract [Domain]", "terseLabel": "Derivative Contract [Domain]" } } }, "localname": "DerivativeContractTypeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails", "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails", "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DerivativeFairValueOfDerivativeAsset": { "auth_ref": [ "r92", "r95", "r487", "r569" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value, before effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets elected not to be offset. Excludes assets not subject to a master netting arrangement.", "label": "Derivative Asset, Fair Value, Gross Asset", "terseLabel": "Assets" } } }, "localname": "DerivativeFairValueOfDerivativeAsset", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeFairValueOfDerivativeLiability": { "auth_ref": [ "r92", "r95", "r487", "r569" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value, before effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities elected not to be offset. Excludes liabilities not subject to a master netting arrangement.", "label": "Derivative Liability, Fair Value, Gross Liability", "terseLabel": "Liabilities" } } }, "localname": "DerivativeFairValueOfDerivativeLiability", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeGainLossOnDerivativeNet": { "auth_ref": [ "r486" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in the fair value of derivatives recognized in the income statement.", "label": "Derivative, Gain (Loss) on Derivative, Net", "negatedTerseLabel": "Gain (Loss)", "terseLabel": "Gain (Loss)", "verboseLabel": "Amount of Gain (Loss) Recognized in Income on Derivatives" } } }, "localname": "DerivativeGainLossOnDerivativeNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeGainOnDerivative": { "auth_ref": [ "r486" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in the fair value of derivatives recognized in the income statement.", "label": "Derivative, Gain on Derivative", "terseLabel": "Derivative, Gain on Derivative" } } }, "localname": "DerivativeGainOnDerivative", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeInstrumentRiskAxis": { "auth_ref": [ "r485", "r488", "r496", "r500" ], "lang": { "en-US": { "role": { "documentation": "Information by type of derivative contract.", "label": "Derivative Instrument [Axis]", "terseLabel": "Derivative Instrument [Axis]" } } }, "localname": "DerivativeInstrumentRiskAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails", "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails", "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Derivative Instruments and Hedging Activities Disclosure [Abstract]" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock": { "auth_ref": [ "r509" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.", "label": "Derivative Instruments and Hedging Activities Disclosure [Text Block]", "terseLabel": "Derivatives" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/Derivatives" ], "xbrltype": "textBlockItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosuresLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Derivative Instruments and Hedging Activities Disclosures [Line Items]", "terseLabel": "Derivative Instruments and Hedging Activities Disclosures [Line Items]" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosuresLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosuresTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about derivatives and hedging activities.", "label": "Derivative Instruments and Hedging Activities Disclosures [Table]", "terseLabel": "Derivative Instruments and Hedging Activities Disclosures [Table]" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosuresTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsGainLossByHedgingRelationshipAxis": { "auth_ref": [ "r482", "r485", "r496" ], "lang": { "en-US": { "role": { "documentation": "Information by type of hedging relationship.", "label": "Hedging Relationship [Axis]", "terseLabel": "Hedging Relationship [Axis]" } } }, "localname": "DerivativeInstrumentsGainLossByHedgingRelationshipAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsGainLossByHedgingRelationshipByIncomeStatementLocationByDerivativeInstrumentRiskTable": { "auth_ref": [ "r482", "r485", "r496", "r500", "r501", "r505", "r507" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about the location and amount of derivative instruments and nonderivative instruments designated as hedging instruments reported before netting adjustments, and the amount of gain (loss) on derivative instruments and nonderivative instruments designated and qualified as hedging instruments.", "label": "Derivative Instruments, Gain (Loss) [Table]", "terseLabel": "Derivative Instruments, Gain (Loss) by Hedging Relationship, by Income Statement Location, by Derivative Instrument Risk [Table]" } } }, "localname": "DerivativeInstrumentsGainLossByHedgingRelationshipByIncomeStatementLocationByDerivativeInstrumentRiskTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsGainLossLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Derivative Instruments, Gain (Loss) [Line Items]", "terseLabel": "Derivative Instruments, Gain (Loss) [Line Items]" } } }, "localname": "DerivativeInstrumentsGainLossLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsGainLossReclassifiedFromAccumulatedOCIIntoIncomeEffectivePortionNet": { "auth_ref": [ "r493", "r499" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The effective portion of net gain (loss) reclassified from accumulated other comprehensive income into income on derivative instruments designated and qualifying as hedging instruments.", "label": "Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net", "terseLabel": "Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)" } } }, "localname": "DerivativeInstrumentsGainLossReclassifiedFromAccumulatedOCIIntoIncomeEffectivePortionNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeInstrumentsGainLossRecognizedInIncomeIneffectivePortionAndAmountExcludedFromEffectivenessTestingNet": { "auth_ref": [ "r494", "r506" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The portion of gains and losses (net) on derivative instruments designated and qualifying as hedging instruments representing (a) the amount of the hedge ineffectiveness and (b) the amount, if any, excluded from the assessment of hedge effectiveness.", "label": "Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net", "terseLabel": "Amount of Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)" } } }, "localname": "DerivativeInstrumentsGainLossRecognizedInIncomeIneffectivePortionAndAmountExcludedFromEffectivenessTestingNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilities": { "auth_ref": [ "r93", "r94", "r520" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability", "negatedLabel": "Derivative liabilities" } } }, "localname": "DerivativeLiabilities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilitiesCurrent": { "auth_ref": [ "r93" ], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 12.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability, Current", "terseLabel": "Derivatives (foreign currency forward exchange contracts)" } } }, "localname": "DerivativeLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Derivative [Line Items]", "terseLabel": "Derivative [Line Items]" } } }, "localname": "DerivativeLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeLossOnDerivative": { "auth_ref": [ "r486" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of decrease in the fair value of derivatives recognized in the income statement.", "label": "Derivative, Loss on Derivative", "negatedTerseLabel": "Loss on derivative" } } }, "localname": "DerivativeLossOnDerivative", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeTable": { "auth_ref": [ "r161", "r477", "r479", "r480", "r482", "r483", "r490", "r496", "r502", "r504", "r507" ], "lang": { "en-US": { "role": { "documentation": "Schedule that describes and identifies a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.", "label": "Derivative [Table]", "terseLabel": "Derivative [Table]" } } }, "localname": "DerivativeTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativesFairValueLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Derivatives, Fair Value [Line Items]", "terseLabel": "Derivatives, Fair Value [Line Items]" } } }, "localname": "DerivativesFairValueLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativesPolicyTextBlock": { "auth_ref": [ "r151", "r162", "r477", "r479", "r482", "r483", "r503" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for its derivative instruments and hedging activities.", "label": "Derivatives, Policy [Policy Text Block]", "verboseLabel": "Derivative Instruments" } } }, "localname": "DerivativesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DescriptionOfNewAccountingPronouncementsNotYetAdopted": { "auth_ref": [ "r168" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for a new accounting pronouncement that has been issued but not yet adopted.", "label": "Description of New Accounting Pronouncements Not yet Adopted [Text Block]", "terseLabel": "New Accounting Pronouncements Not yet Adopted" } } }, "localname": "DescriptionOfNewAccountingPronouncementsNotYetAdopted", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DesignatedAsHedgingInstrumentMember": { "auth_ref": [ "r482" ], "lang": { "en-US": { "role": { "documentation": "Derivative instrument designated as hedging instrument under Generally Accepted Accounting Principles (GAAP).", "label": "Designated as Hedging Instrument [Member]", "terseLabel": "Designated as Hedging Instrument" } } }, "localname": "DesignatedAsHedgingInstrumentMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DevelopedTechnologyRightsMember": { "auth_ref": [ "r465" ], "lang": { "en-US": { "role": { "documentation": "Rights to developed technology, which can include the right to develop, use, market, sell, or offer for sale products, compounds, or intellectual property.", "label": "Developed Technology Rights [Member]", "terseLabel": "Developed technology" } } }, "localname": "DevelopedTechnologyRightsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock": { "auth_ref": [ "r338", "r415" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.", "label": "Disclosure of Compensation Related Costs, Share-based Payments [Text Block]", "terseLabel": "Equity Compensation" } } }, "localname": "DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensation" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Disclosure of Compensation Related Costs, Share-based Payments [Abstract]" } } }, "localname": "DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_DiscontinuedOperationTaxEffectOfDiscontinuedOperation": { "auth_ref": [ "r1", "r2", "r3", "r4", "r12", "r14", "r428", "r459" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of tax expense (benefit) related to a discontinued operation. Includes, but is not limited to, tax expense (benefit) related to income (loss) from operations during the phase-out period, tax expense (benefit) related to gain (loss) on disposal, tax expense (benefit) related to gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and tax expense (benefit) related to adjustments of a prior period gain (loss) on disposal.", "label": "Discontinued Operation, Tax Effect of Discontinued Operation", "terseLabel": "Income Tax Expense (Benefit), Discontinued Operations" } } }, "localname": "DiscontinuedOperationTaxEffectOfDiscontinuedOperation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_DiscontinuedOperationTaxEffectOfIncomeLossFromDisposalOfDiscontinuedOperation": { "auth_ref": [ "r2", "r4", "r14", "r428", "r458" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of tax expense (benefit) on gain (loss) not previously recognized resulting from the disposal of a discontinued operation.", "label": "Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation", "terseLabel": "Income Tax Expense (Benefit) on Gain (Loss), Discontinued Operations" } } }, "localname": "DiscontinuedOperationTaxEffectOfIncomeLossFromDisposalOfDiscontinuedOperation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeParenthetical" ], "xbrltype": "monetaryItemType" }, "us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Discontinued Operations and Disposal Groups [Abstract]" } } }, "localname": "DiscontinuedOperationsAndDisposalGroupsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock": { "auth_ref": [ "r18", "r279" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.", "label": "Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]", "terseLabel": "Discontinued Operations" } } }, "localname": "DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DiscontinuedOperations" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisposalGroupsIncludingDiscontinuedOperationsNameDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Name of disposal group.", "label": "Disposal Group Name [Domain]", "terseLabel": "Disposal Groups, Including Discontinued Operations, Name [Domain]" } } }, "localname": "DisposalGroupsIncludingDiscontinuedOperationsNameDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/GoodwillDetails", "http://www.invacare.com/role/OperationsHeldForSaleDetails", "http://www.invacare.com/role/OperationsHeldForSaleNotes" ], "xbrltype": "domainItemType" }, "us-gaap_Dividends": { "auth_ref": [ "r335", "r589" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of paid and unpaid cash, stock, and paid-in-kind (PIK) dividends declared, for example, but not limited to, common and preferred stock.", "label": "Dividends", "terseLabel": "Dividends" } } }, "localname": "Dividends", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DividendsCommonStockCash": { "auth_ref": [ "r335" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of paid and unpaid common stock dividends declared with the form of settlement in cash.", "label": "Dividends, Common Stock, Cash", "negatedTerseLabel": "Dividends" } } }, "localname": "DividendsCommonStockCash", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_DomesticCountryMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Designated tax department of the government that is entitled to levy and collect income taxes from the entity in its country of domicile.", "label": "Domestic Tax Authority [Member]", "terseLabel": "Domestic tax authority" } } }, "localname": "DomesticCountryMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DomesticPlanMember": { "auth_ref": [ "r363" ], "lang": { "en-US": { "role": { "documentation": "Location of employer sponsoring plan, designed to provide retirement benefits, determined as principal place of business. Includes, but is not limited to, defined benefit and defined contribution plans.", "label": "Domestic Plan [Member]", "terseLabel": "Domestic Plan" } } }, "localname": "DomesticPlanMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Earnings Per Share [Abstract]" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r119", "r167", "r171", "r173", "r174", "r175", "r179", "r585", "r605" ], "lang": { "en-US": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "netLabel": "Net earnings (loss) per share - basic", "terseLabel": "Net Earnings (loss) per Share - Basic (in dollars per share)", "verboseLabel": "Net earnings per common share" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/InterimFinancialInformationDetails", "http://www.invacare.com/role/NetEarningsLossPerCommonShareComputationOfBasicAndDilutedNetEarningsPerCommonShareDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareBasicAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Earnings Per Share, Basic [Abstract]", "terseLabel": "Net Earnings (Loss) per Share\u2014Basic:" } } }, "localname": "EarningsPerShareBasicAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/NetEarningsLossPerCommonShareComputationOfBasicAndDilutedNetEarningsPerCommonShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r119", "r167", "r171", "r173", "r174", "r175", "r179", "r585", "r605" ], "lang": { "en-US": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "verboseLabel": "Net Earnings (loss) per Share - Assuming Dilution (in dollars per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/InterimFinancialInformationDetails", "http://www.invacare.com/role/NetEarningsLossPerCommonShareComputationOfBasicAndDilutedNetEarningsPerCommonShareDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDilutedAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Earnings Per Share, Diluted [Abstract]", "terseLabel": "Diluted", "verboseLabel": "Net Earnings (Loss) per Share\u2014Assuming Dilution:" } } }, "localname": "EarningsPerShareDilutedAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/NetEarningsLossPerCommonShareComputationOfBasicAndDilutedNetEarningsPerCommonShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r151", "r176", "r177", "r178" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Earnings Per Share, Policy [Policy Text Block]", "terseLabel": "Net Earnings Per Share" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r180" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "Net Earnings (Loss) Per Common Share" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/NetEarningsLossPerCommonShare" ], "xbrltype": "textBlockItemType" }, "us-gaap_EffectOfExchangeRateOnCashAndCashEquivalents": { "auth_ref": [ "r527" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) from the effect of exchange rate changes on cash and cash equivalent balances held in foreign currencies.", "label": "Effect of Exchange Rate on Cash and Cash Equivalents", "terseLabel": "Effect of exchange rate changes on cash" } } }, "localname": "EffectOfExchangeRateOnCashAndCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperations": { "auth_ref": [ "r158", "r429", "r430" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-US": { "role": { "documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Effective Income Tax Rate Reconciliation, Percent", "totalLabel": "Effective Income Tax Rate, Continuing Operations" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateContinuingOperationsTaxRateReconciliationAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Effective Income Tax Rate Reconciliation, Percent [Abstract]", "terseLabel": "Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]" } } }, "localname": "EffectiveIncomeTaxRateContinuingOperationsTaxRateReconciliationAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r429", "r430", "r455" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails": { "order": 1.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of domestic federal statutory tax rate applicable to pretax income (loss).", "label": "Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent", "negatedTerseLabel": "Statutory federal income tax rate (benefit)" } } }, "localname": "EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance": { "auth_ref": [ "r429", "r430", "r455" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails": { "order": 5.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets.", "label": "Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent", "terseLabel": "Federal and foreign valuation allowance" } } }, "localname": "EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationDeductionsDividends": { "auth_ref": [ "r429", "r430", "r455" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails": { "order": 7.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to deduction for dividend.", "label": "Effective Income Tax Rate Reconciliation, Deduction, Dividend, Percent", "terseLabel": "Dividends" } } }, "localname": "EffectiveIncomeTaxRateReconciliationDeductionsDividends", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential": { "auth_ref": [ "r429", "r430", "r455" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails": { "order": 4.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to statutory income tax expense (benefit) outside of the country of domicile.", "label": "Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Percent", "terseLabel": "Foreign taxes at other than the federal statutory rate (including tax holidays)" } } }, "localname": "EffectiveIncomeTaxRateReconciliationForeignIncomeTaxRateDifferential", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationOtherReconcilingItemsPercent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails": { "order": 10.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": -1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference, between reported income tax expense (benefit) and the expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations, that is attributable to tax exempt income, equity in earnings (loss) of an unconsolidated subsidiary, minority interest income (expense), tax holiday, disposition of a business, disposition of an asset, repatriation of foreign earnings, repatriation of foreign earnings jobs creation act of 2004, change in enacted tax rate, prior year income taxes, change in deferred tax asset valuation allowance, and other adjustments.", "label": "Effective Income Tax Rate Reconciliation,Other Reconciling Items, Percent", "terseLabel": "Other, net" } } }, "localname": "EffectiveIncomeTaxRateReconciliationOtherReconcilingItemsPercent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationRepatriationOfForeignEarnings": { "auth_ref": [ "r429", "r430", "r455" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails": { "order": 8.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to the repatriation of foreign earnings.", "label": "Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Percent", "terseLabel": "Foreign branch activity" } } }, "localname": "EffectiveIncomeTaxRateReconciliationRepatriationOfForeignEarnings", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes": { "auth_ref": [ "r429", "r430", "r455" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails": { "order": 2.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).", "label": "Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent", "terseLabel": "State and local income taxes, net of federal income tax benefit" } } }, "localname": "EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxContingencies": { "auth_ref": [ "r429", "r430", "r455" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails": { "order": 9.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to income tax contingencies. Includes, but not limited to, domestic tax contingency, foreign tax contingency, state and local tax contingency, and other contingencies.", "label": "Effective Income Tax Rate Reconciliation, Tax Contingency, Percent", "terseLabel": "Uncertain tax positions" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxContingencies", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxCredits": { "auth_ref": [ "r429", "r430", "r455" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails": { "order": 3.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": -1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to tax credits. Including, but not limited to, research credit, foreign tax credit, investment tax credit, and other tax credits.", "label": "Effective Income Tax Rate Reconciliation, Tax Credit, Percent", "negatedTerseLabel": "Tax credits" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxCredits", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EffectiveIncomeTaxRateReconciliationTaxCreditsForeign": { "auth_ref": [ "r429", "r430", "r455" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails": { "order": 11.0, "parentTag": "us-gaap_EffectiveIncomeTaxRateContinuingOperations", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to foreign tax credit.", "label": "Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Percent", "terseLabel": "Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Percent" } } }, "localname": "EffectiveIncomeTaxRateReconciliationTaxCreditsForeign", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]" } } }, "localname": "EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationShareBasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r410" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Unrecognized cost of unvested share-based compensation awards.", "label": "Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized", "terseLabel": "Unrecognized compensation expense" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationUnrecognizedCompensationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r410" ], "lang": { "en-US": { "role": { "documentation": "Weighted average period over which unrecognized compensation is expected to be recognized for equity-based compensation plans, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition", "terseLabel": "Unrecognized compensation expense, period for recognition" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_EmployeeSeveranceMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Termination of an employee associated with exit from or disposal of business activities or restructurings pursuant to a plan.", "label": "Employee Severance [Member]", "terseLabel": "Severance" } } }, "localname": "EmployeeSeveranceMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EmployeeStockOptionMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "An arrangement whereby an employee is entitled to receive in the future, subject to vesting and other restrictions, a number of shares in the entity at a specified price, as defined in the agreement. Although there are variations, normally, after vesting, when an option is exercised, the employee-holder pays the strike value in cash to the issuing employer-entity and receives equity shares. The equity shares can be sold into the market for cash at the current market price without restriction. Options may be used to attract, retain and incentivize employees, in addition to their regular salary and other benefits.", "label": "Employee Stock Option [Member]", "terseLabel": "Stock Options", "verboseLabel": "Non-qualified stock options" } } }, "localname": "EmployeeStockOptionMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/EquityCompensationShareBasedCompensationExpenseDetails", "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails", "http://www.invacare.com/role/EquityCompensationUnrecognizedCompensationExpenseDetails", "http://www.invacare.com/role/NetEarningsLossPerCommonShareNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EntityWideInformationRevenueFromExternalCustomerLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Revenue from External Customer [Line Items]", "terseLabel": "Revenue from External Customer [Line Items]" } } }, "localname": "EntityWideInformationRevenueFromExternalCustomerLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails" ], "xbrltype": "stringItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r327" ], "lang": { "en-US": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails", "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_EstimateOfFairValueFairValueDisclosureMember": { "auth_ref": [ "r520" ], "lang": { "en-US": { "role": { "documentation": "Measured as an estimate of fair value.", "label": "Estimate of Fair Value Measurement [Member]", "verboseLabel": "Fair Value" } } }, "localname": "EstimateOfFairValueFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r510", "r511", "r512", "r513", "r515", "r516" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.", "label": "Fair Value Measurements, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value Measurements, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]", "terseLabel": "Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]" } } }, "localname": "FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByBalanceSheetGroupingTable": { "auth_ref": [ "r511", "r521", "r522" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.", "label": "Fair Value, by Balance Sheet Grouping [Table]", "terseLabel": "Fair Value, by Balance Sheet Grouping [Table]" } } }, "localname": "FairValueByBalanceSheetGroupingTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByBalanceSheetGroupingTextBlock": { "auth_ref": [ "r511", "r521" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.", "label": "Fair Value, by Balance Sheet Grouping [Table Text Block]", "terseLabel": "Fair Value, by Balance Sheet Grouping" } } }, "localname": "FairValueByBalanceSheetGroupingTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r353", "r354", "r368", "r512", "r565" ], "lang": { "en-US": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementBasisAxis": { "auth_ref": [ "r511", "r517" ], "lang": { "en-US": { "role": { "documentation": "Information by measurement basis.", "label": "Measurement Basis [Axis]", "terseLabel": "Measurement Basis [Axis]" } } }, "localname": "FairValueByMeasurementBasisAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementFrequencyAxis": { "auth_ref": [ "r510" ], "lang": { "en-US": { "role": { "documentation": "Information by measurement frequency.", "label": "Measurement Frequency [Axis]", "terseLabel": "Fair Value by Measurement Frequency [Axis]" } } }, "localname": "FairValueByMeasurementFrequencyAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosureItemAmountsDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Measurement basis, for example, but not limited to, reported value, fair value, portion at fair value, portion at other than fair value.", "label": "Fair Value Measurement [Domain]", "terseLabel": "Fair Value Measurement [Domain]" } } }, "localname": "FairValueDisclosureItemAmountsDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r518" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Fair Value of Financial Instruments" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValueOfFinancialInstruments" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r353", "r354", "r368", "r512", "r566" ], "lang": { "en-US": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Quoted Prices in Active Markets for Identical Assets / (Liabilities) - Level I" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r353", "r354", "r368", "r512", "r567" ], "lang": { "en-US": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Fair Value, Inputs, Level 2" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r353", "r354", "r368", "r512", "r568" ], "lang": { "en-US": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Significant Other Unobservable Inputs - Level III" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementFrequencyDomain": { "auth_ref": [ "r510", "r514" ], "lang": { "en-US": { "role": { "documentation": "Provides the general categories used to describe the frequency with which financial assets and liabilities (as defined) are measured at fair value (on a recurring or nonrecurring basis).", "label": "Fair Value, Measurement Frequency [Domain]", "terseLabel": "Fair Value, Measurement Frequency [Domain]" } } }, "localname": "FairValueMeasurementFrequencyDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value, Measurements, Fair Value Hierarchy [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueMeasurementsRecurringMember": { "auth_ref": [ "r510", "r514" ], "lang": { "en-US": { "role": { "documentation": "This item represents a description of the frequency with which certain items are measured at fair value. Items measured at fair value on a recurring basis generally include those items for which measurement inputs are readily available and which are measured at fair value at successive reporting periods.", "label": "Fair Value, Measurements, Recurring [Member]", "terseLabel": "Fair Value, Measurements, Recurring" } } }, "localname": "FairValueMeasurementsRecurringMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValuesDerivativesBalanceSheetLocationByDerivativeContractTypeByHedgingDesignationTable": { "auth_ref": [ "r484", "r490", "r505" ], "lang": { "en-US": { "role": { "documentation": "Schedule that discloses the location and fair value amounts of derivative instruments (and nonderivative instruments that are designated and qualify as hedging instruments) reported in the statement of financial position.", "label": "Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table]", "terseLabel": "Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table]" } } }, "localname": "FairValuesDerivativesBalanceSheetLocationByDerivativeContractTypeByHedgingDesignationTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinanceLeaseInterestExpense": { "auth_ref": [ "r549", "r552", "r559" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of interest expense on finance lease liability.", "label": "Finance Lease, Interest Expense", "terseLabel": "Finance Lease, Interest Expense" } } }, "localname": "FinanceLeaseInterestExpense", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsLeaseCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityCurrent": { "auth_ref": [ "r548" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as current.", "label": "Finance Lease, Liability, Current", "negatedTerseLabel": "Finance Lease, Liability, Current", "terseLabel": "Current portion of financing lease obligations" } } }, "localname": "FinanceLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAsset": { "auth_ref": [ "r547" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of lessee's right to use underlying asset under finance lease.", "label": "Finance Lease, Right-of-Use Asset", "terseLabel": "Financing Lease Assets, net" } } }, "localname": "FinanceLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAssetAmortization": { "auth_ref": [ "r549", "r552", "r559" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of amortization expense attributable to right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, Amortization", "terseLabel": "Finance Lease, Right-of-Use Asset, Amortization" } } }, "localname": "FinanceLeaseRightOfUseAssetAmortization", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsLeaseCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r557", "r559" ], "lang": { "en-US": { "role": { "documentation": "Weighted average discount rate for finance lease calculated at point in time.", "label": "Finance Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Finance Lease, Weighted Average Discount Rate, Percent" } } }, "localname": "FinanceLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsWeightedAverageRemainingLeaseTermsAndDiscountRatesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_FinanceLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r556", "r559" ], "lang": { "en-US": { "role": { "documentation": "Weighted average remaining lease term for finance lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Finance Lease, Weighted Average Remaining Lease Term", "terseLabel": "Finance Lease, Weighted Average Remaining Lease Term" } } }, "localname": "FinanceLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsWeightedAverageRemainingLeaseTermsAndDiscountRatesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]", "terseLabel": "Financial Instrument [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinancingReceivableAllowanceForCreditLosses": { "auth_ref": [ "r222" ], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "A valuation allowance for financing receivables that are expected to be uncollectible.", "label": "Financing Receivable, Allowance for Credit Losses", "negatedTotalLabel": "Allowance for doubtful accounts", "periodEndLabel": "Balance as of end of period", "periodStartLabel": "Balance as of beginning of period" } } }, "localname": "FinancingReceivableAllowanceForCreditLosses", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails", "http://www.invacare.com/role/ReceivablesRollforwardOfAllowanceForDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancingReceivableAllowanceForCreditLossesRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Financing Receivable, Allowance for Credit Losses [Roll Forward]", "terseLabel": "Allowance for Doubtful Accounts [Roll Forward]" } } }, "localname": "FinancingReceivableAllowanceForCreditLossesRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesRollforwardOfAllowanceForDoubtfulAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinancingReceivableAllowanceForCreditLossesWriteOffs": { "auth_ref": [ "r224" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of direct write-downs of financing receivables charged against the allowance.", "label": "Financing Receivable, Allowance for Credit Losses, Write-downs", "negatedTerseLabel": "Direct write-offs charged against the allowance" } } }, "localname": "FinancingReceivableAllowanceForCreditLossesWriteOffs", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesRollforwardOfAllowanceForDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancingReceivableRecordedInvestmentCurrent": { "auth_ref": [ "r236" ], "calculation": { "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails": { "order": 1.0, "parentTag": "us-gaap_FinancingReceivableRecordedInvestmentPastDue", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Financing receivables that are current.", "label": "Financing Receivable, Recorded Investment, Current", "terseLabel": "Current" } } }, "localname": "FinancingReceivableRecordedInvestmentCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancingReceivableRecordedInvestmentPastDue": { "auth_ref": [ "r236" ], "calculation": { "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Recorded Investment in financing receivables that are past due at the balance sheet date.", "label": "Financing Receivable, Recorded Investment, Past Due", "totalLabel": "Total" } } }, "localname": "FinancingReceivableRecordedInvestmentPastDue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinancingReceivableRecordedInvestmentPastDueLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Financing Receivable, Recorded Investment, Past Due [Line Items]", "terseLabel": "Financing Receivable, Recorded Investment, Past Due [Line Items]" } } }, "localname": "FinancingReceivableRecordedInvestmentPastDueLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetUsefulLife": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Finite-Lived Intangible Asset, Useful Life", "terseLabel": "Useful life of intangible assets" } } }, "localname": "FiniteLivedIntangibleAssetUsefulLife", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": { "auth_ref": [ "r263" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Accumulated Amortization", "terseLabel": "Accumulated Amortization" } } }, "localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": { "auth_ref": [ "r265" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months", "terseLabel": "Future amortization expense, 2020" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesFiniteLivedIntangibleAssetFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFive": { "auth_ref": [ "r265" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Finite-Lived Intangible Assets, Amortization Expense, Year Five", "terseLabel": "Future amortization expense, 2024" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFive", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesFiniteLivedIntangibleAssetFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": { "auth_ref": [ "r265" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Finite-Lived Intangible Assets, Amortization Expense, Year Four", "terseLabel": "Future amortization expense, 2023" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesFiniteLivedIntangibleAssetFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": { "auth_ref": [ "r265" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Finite-Lived Intangible Assets, Amortization Expense, Year Three", "terseLabel": "Future amortization expense, 2022" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesFiniteLivedIntangibleAssetFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": { "auth_ref": [ "r265" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of amortization expense for assets, excluding financial assets and goodwill, lacking physical substance with a finite life expected to be recognized during the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Finite-Lived Intangible Assets, Amortization Expense, Year Two", "terseLabel": "Future amortization expense, 2021" } } }, "localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesFiniteLivedIntangibleAssetFutureAmortizationExpenseDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r257", "r259", "r263", "r267", "r571" ], "lang": { "en-US": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]", "terseLabel": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/GoodwillDetails", "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails", "http://www.invacare.com/role/IntangiblesScheduleOfIndefiniteLivedAssetsDetails", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsGross": { "auth_ref": [ "r263", "r571" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Finite-Lived Intangible Assets, Gross", "terseLabel": "Historical Cost" } } }, "localname": "FiniteLivedIntangibleAssetsGross", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Finite-Lived Intangible Assets [Line Items]", "terseLabel": "Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "FiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesNarrativeDetails", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r257", "r262" ], "lang": { "en-US": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.", "label": "Finite-Lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Finite-Lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/GoodwillDetails", "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails", "http://www.invacare.com/role/IntangiblesScheduleOfIndefiniteLivedAssetsDetails", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignCountryMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Designated tax departments of governments entitled to levy and collect income taxes from the entity outside the entity's country of domicile.", "label": "Foreign Tax Authority [Member]", "terseLabel": "Foreign Tax Authority [Member]" } } }, "localname": "ForeignCountryMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock": { "auth_ref": [ "r151", "r526", "r529" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for (1) transactions denominated in a currency other than the reporting enterprise's functional currency, (2) translating foreign currency financial statements that are incorporated into the financial statements of the reporting enterprise by consolidation, combination, or the equity method of accounting, and (3) remeasurement of the financial statements of a foreign reporting enterprise in a hyperinflationary economy.", "label": "Foreign Currency Transactions and Translations Policy [Policy Text Block]", "terseLabel": "Foreign Currency Translation" } } }, "localname": "ForeignCurrencyTransactionsAndTranslationsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ForeignExchangeForwardMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Foreign exchange forward traded on an exchange (examples include but are not limited to the International Securities Exchange, Philadelphia Stock Exchange, or the Chicago Mercantile Exchange) for options or future contracts to buy or sell a certain currency, at a specified date, at a fixed exercise exchange rate.", "label": "Foreign Exchange Forward [Member]", "terseLabel": "Foreign exchange forward" } } }, "localname": "ForeignExchangeForwardMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails", "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails", "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ForeignPlanMember": { "auth_ref": [ "r363" ], "lang": { "en-US": { "role": { "documentation": "Location of employer sponsoring plan, designed to provide retirement benefits, not determined as principal place of business. Includes, but is not limited to, defined benefit and defined contribution plans.", "label": "Foreign Plan [Member]", "terseLabel": "Foreign Plan" } } }, "localname": "ForeignPlanMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FurnitureAndFixturesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.", "label": "Furniture and Fixtures [Member]", "terseLabel": "Furniture and fixtures" } } }, "localname": "FurnitureAndFixturesMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPropertyAndEquipmentDetails", "http://www.invacare.com/role/PropertyAndEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GainLossOnRepurchaseOfDebtInstrument": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of gain (loss) from the difference between the repurchase price of a debt instrument initially issued by the entity and the net carrying amount of the debt at the time of its repurchase.", "label": "Gain (Loss) on Repurchase of Debt Instrument", "terseLabel": "Gain (Loss) on Extinguishment of Debt" } } }, "localname": "GainLossOnRepurchaseOfDebtInstrument", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainLossOnSaleOfPropertyPlantEquipment": { "auth_ref": [ "r145" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property.", "label": "Gain (Loss) on Disposition of Property Plant Equipment", "negatedLabel": "Loss (gain) on disposals of property and equipment" } } }, "localname": "GainLossOnSaleOfPropertyPlantEquipment", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_GainsLossesOnExtinguishmentOfDebt": { "auth_ref": [ "r145", "r321", "r322" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 19.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 5.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity.", "label": "Gain (Loss) on Extinguishment of Debt", "negatedTerseLabel": "Gain (Loss) on Extinguishment of Debt", "terseLabel": "Gain (Loss) on Extinguishment of Debt" } } }, "localname": "GainsLossesOnExtinguishmentOfDebt", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows", "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Goodwill": { "auth_ref": [ "r249", "r250" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance", "terseLabel": "Goodwill" } } }, "localname": "Goodwill", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/GoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Goodwill and Intangible Assets Disclosure [Abstract]" } } }, "localname": "GoodwillAndIntangibleAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_GoodwillAndIntangibleAssetsPolicyTextBlock": { "auth_ref": [ "r151", "r252", "r260" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets.", "label": "Goodwill and Intangible Assets, Policy [Policy Text Block]", "terseLabel": "Goodwill and Other Intangibles" } } }, "localname": "GoodwillAndIntangibleAssetsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillDisclosureTextBlock": { "auth_ref": [ "r254" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for goodwill.", "label": "Goodwill Disclosure [Text Block]", "terseLabel": "Goodwill" } } }, "localname": "GoodwillDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/Goodwill" ], "xbrltype": "textBlockItemType" }, "us-gaap_GoodwillForeignCurrencyTranslationGainLoss": { "auth_ref": [ "r251" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of foreign currency translation gain (loss) which increases (decreases) an asset representing future economic benefits from other assets acquired in a business combination that are not individually identified and separately recognized.", "label": "Goodwill, Foreign Currency Translation Gain (Loss)", "terseLabel": "Foreign currency translation adjustments" } } }, "localname": "GoodwillForeignCurrencyTranslationGainLoss", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/GoodwillDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GoodwillLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Goodwill [Line Items]", "terseLabel": "Goodwill [Line Items]" } } }, "localname": "GoodwillLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/GoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GoodwillRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Goodwill [Roll Forward]", "terseLabel": "Goodwill [Roll Forward]" } } }, "localname": "GoodwillRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/GoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GrossProfit": { "auth_ref": [ "r123" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.", "label": "Gross Profit", "totalLabel": "Gross Profit", "verboseLabel": "Gross profit" } } }, "localname": "GrossProfit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/InterimFinancialInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GuaranteeObligationsByNatureAxis": { "auth_ref": [ "r308" ], "lang": { "en-US": { "role": { "documentation": "Information by nature of guarantee.", "label": "Guarantor Obligations, Nature [Axis]", "terseLabel": "Guarantor Obligations, Nature [Axis]" } } }, "localname": "GuaranteeObligationsByNatureAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "stringItemType" }, "us-gaap_GuaranteeObligationsCurrentCarryingValue": { "auth_ref": [ "r307" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The current carrying amount of the liability for the freestanding or embedded guarantor's obligations under the guarantee or each group of similar guarantees.", "label": "Guarantor Obligations, Current Carrying Value", "terseLabel": "Guarantee obligation at carrying value" } } }, "localname": "GuaranteeObligationsCurrentCarryingValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GuaranteeObligationsMaximumExposure": { "auth_ref": [ "r306" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Maximum potential amount of future payments (undiscounted) the guarantor could be required to make under the guarantee or each group of similar guarantees before reduction for potential recoveries under recourse or collateralization provisions.", "label": "Guarantor Obligations, Maximum Exposure, Undiscounted", "terseLabel": "Total contracts" } } }, "localname": "GuaranteeObligationsMaximumExposure", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GuaranteeObligationsNatureDomain": { "auth_ref": [ "r305" ], "lang": { "en-US": { "role": { "documentation": "Represents a description of the nature of the guarantee or each group of similar guarantees.", "label": "Guarantor Obligations, Nature [Domain]", "terseLabel": "Guarantor Obligations, Nature [Domain]" } } }, "localname": "GuaranteeObligationsNatureDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "domainItemType" }, "us-gaap_HedgingDesignationAxis": { "auth_ref": [ "r482", "r501" ], "lang": { "en-US": { "role": { "documentation": "Information by designation of purpose of derivative instrument.", "label": "Hedging Designation [Axis]", "terseLabel": "Hedging Designation [Axis]" } } }, "localname": "HedgingDesignationAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails", "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_HedgingDesignationDomain": { "auth_ref": [ "r482" ], "lang": { "en-US": { "role": { "documentation": "Designation of purpose of derivative instrument.", "label": "Hedging Designation [Domain]", "terseLabel": "Hedging Designation [Domain]" } } }, "localname": "HedgingDesignationDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails", "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_HedgingRelationshipDomain": { "auth_ref": [ "r482" ], "lang": { "en-US": { "role": { "documentation": "Nature or intent of a hedge.", "label": "Hedging Relationship [Domain]", "terseLabel": "Hedging Relationship [Domain]" } } }, "localname": "HedgingRelationshipDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ImpairedFinancingReceivableInterestIncomeAccrualMethodAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Impaired Financing Receivable, Interest Income, Accrual Method [Abstract]", "terseLabel": "Interest Income Recognized" } } }, "localname": "ImpairedFinancingReceivableInterestIncomeAccrualMethodAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ImpairedFinancingReceivableRecordedInvestmentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Impaired Financing Receivable, Recorded Investment [Abstract]", "terseLabel": "Total Installment Receivables" } } }, "localname": "ImpairedFinancingReceivableRecordedInvestmentAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ImpairedFinancingReceivableRelatedAllowance": { "auth_ref": [ "r227" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of allowance for credit losses related to recorded investment.", "label": "Impaired Financing Receivable, Related Allowance", "terseLabel": "Impaired installment receivables with a related allowance recorded" } } }, "localname": "ImpairedFinancingReceivableRelatedAllowance", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairedFinancingReceivableUnpaidPrincipalBalanceAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Impaired Financing Receivable, Unpaid Principal Balance [Abstract]", "terseLabel": "Unpaid Principal Balance" } } }, "localname": "ImpairedFinancingReceivableUnpaidPrincipalBalanceAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ImpairedFinancingReceivableWithRelatedAllowanceInterestIncomeAccrualMethod": { "auth_ref": [ "r229" ], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails": { "order": 2.0, "parentTag": "ivc_FinancingReceivableInterestIncomeAccrualMethod", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of interest income, recognized on accrual basis, on financing receivables, for which there is a related allowance for credit losses and are recognized as impaired.", "label": "Impaired Financing Receivable, with Related Allowance, Interest Income, Accrual Method", "terseLabel": "Impaired installment receivables with a related allowance recorded" } } }, "localname": "ImpairedFinancingReceivableWithRelatedAllowanceInterestIncomeAccrualMethod", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairedFinancingReceivableWithRelatedAllowanceRecordedInvestment": { "auth_ref": [ "r226" ], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails": { "order": 2.0, "parentTag": "ivc_FinancingReceivableRecordedInvestment", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of investment in impaired financing receivables for which there is a related allowance for credit losses.", "label": "Impaired Financing Receivable, with Related Allowance, Recorded Investment", "terseLabel": "Impaired installment receivables with a related allowance recorded" } } }, "localname": "ImpairedFinancingReceivableWithRelatedAllowanceRecordedInvestment", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairedFinancingReceivableWithRelatedAllowanceUnpaidPrincipalBalance": { "auth_ref": [ "r228" ], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails": { "order": 2.0, "parentTag": "ivc_FinancingReceivableUnpaidPrincipalBalance", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Unpaid principal balance of impaired financing receivables for which there is a related allowance for credit losses.", "label": "Impaired Financing Receivable, with Related Allowance, Unpaid Principal Balance", "terseLabel": "Impaired installment receivables with a related allowance recorded" } } }, "localname": "ImpairedFinancingReceivableWithRelatedAllowanceUnpaidPrincipalBalance", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ImpairedFinancingReceivablesTableTextBlock": { "auth_ref": [ "r231" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of impaired financing receivables.", "label": "Impaired Financing Receivables [Table Text Block]", "terseLabel": "Schedule of Installment Receivables by Class" } } }, "localname": "ImpairedFinancingReceivablesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill": { "auth_ref": [ "r145", "r268" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of impairment loss resulting from write-down of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit to fair value.", "label": "Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)", "terseLabel": "Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)" } } }, "localname": "ImpairmentOfIntangibleAssetsIndefinitelivedExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesGoodwillAndOtherIntangiblesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/GoodwillDetails", "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "http://www.invacare.com/role/IntangiblesScheduleOfIndefiniteLivedAssetsDetails", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperations": { "auth_ref": [ "r124", "r146", "r175", "r467" ], "calculation": { "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of income (loss) from continuing operations attributable to the parent.", "label": "Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent", "terseLabel": "Loss from Continuing Operations", "totalLabel": "Loss from Continuing Operations" } } }, "localname": "IncomeLossFromContinuingOperations", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails", "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/InterimFinancialInformationDetails", "http://www.invacare.com/role/NetEarningsLossPerCommonShareComputationOfBasicAndDilutedNetEarningsPerCommonShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic": { "auth_ref": [ "r157" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesIncomeBeforeIncomeTaxDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to domestic operations.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Domestic", "terseLabel": "Domestic" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesDomestic", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesIncomeBeforeIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r117", "r167", "r572", "r583", "r606" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperations", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "terseLabel": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "Loss Before Income Taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign": { "auth_ref": [ "r157" ], "calculation": { "http://www.invacare.com/role/IncomeTaxesIncomeBeforeIncomeTaxDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The portion of earnings or loss from continuing operations before income taxes that is attributable to foreign operations, which is defined as Income or Loss generated from operations located outside the entity's country of domicile.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Foreign", "terseLabel": "Foreign" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesForeign", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesIncomeBeforeIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments": { "auth_ref": [ "r157" ], "calculation": { "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperations", "weight": 1.0 }, "http://www.invacare.com/role/IncomeTaxesIncomeBeforeIncomeTaxDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of income (loss) from continuing operations before deduction of income tax expense (benefit) and income (loss) attributable to noncontrolling interest, and addition of income (loss) from equity method investments.", "label": "Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest", "terseLabel": "Earnings (loss) before income taxes", "totalLabel": "Earnings (loss) before income taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails", "http://www.invacare.com/role/IncomeTaxesIncomeBeforeIncomeTaxDetails", "http://www.invacare.com/role/InterimFinancialInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by name of disposal group.", "label": "Disposal Group Name [Axis]", "terseLabel": "Disposal Group Name [Axis]" } } }, "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/GoodwillDetails", "http://www.invacare.com/role/OperationsHeldForSaleDetails", "http://www.invacare.com/role/OperationsHeldForSaleNotes" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]", "terseLabel": "Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]" } } }, "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OperationsHeldForSaleDetails", "http://www.invacare.com/role/OperationsHeldForSaleNotes" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsTable": { "auth_ref": [ "r0", "r6", "r7", "r8", "r9", "r10", "r11", "r13", "r15", "r16", "r17", "r277", "r278" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.", "label": "Disposal Groups, Including Discontinued Operations [Table]", "terseLabel": "Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Table]" } } }, "localname": "IncomeStatementBalanceSheetAndAdditionalDisclosuresByDisposalGroupsIncludingDiscontinuedOperationsTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OperationsHeldForSaleDetails", "http://www.invacare.com/role/OperationsHeldForSaleNotes" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationAxis": { "auth_ref": [ "r275" ], "lang": { "en-US": { "role": { "documentation": "Information by location in the income statement.", "label": "Income Statement Location [Axis]", "terseLabel": "Income Statement Location [Axis]" } } }, "localname": "IncomeStatementLocationAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/EquityCompensationShareBasedCompensationExpenseDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeStatementLocationDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Location in the income statement.", "label": "Income Statement Location [Domain]", "terseLabel": "Income Statement Location [Domain]" } } }, "localname": "IncomeStatementLocationDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/EquityCompensationShareBasedCompensationExpenseDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxAuthorityAxis": { "auth_ref": [ "r432" ], "lang": { "en-US": { "role": { "documentation": "Information by tax jurisdiction.", "label": "Income Tax Authority [Axis]", "terseLabel": "Income Tax Authority [Axis]" } } }, "localname": "IncomeTaxAuthorityAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxAuthorityDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Agency, division or body classification that levies income taxes, examines tax returns for compliance, or grants exemptions from or makes other decisions pertaining to income taxes.", "label": "Income Tax Authority [Domain]", "terseLabel": "Income Tax Authority [Domain]" } } }, "localname": "IncomeTaxAuthorityDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r461" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExaminationLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Income Tax Examination [Line Items]", "terseLabel": "Income Tax Examination [Line Items]" } } }, "localname": "IncomeTaxExaminationLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxExaminationTable": { "auth_ref": [ "r433", "r454" ], "lang": { "en-US": { "role": { "documentation": "A summary of income tax examinations that an enterprise is currently subject to or that have been completed in the current period typically including a description of the examination, the jurisdiction conducting the examination, the tax year(s) under examination, the likelihood of an unfavorable settlement, the range of possible losses, the liability recorded, the Increase or Decrease in the liability from the prior period, and any penalties and interest that have been incurred or accrued.", "label": "Income Tax Examination [Table]", "terseLabel": "Income Tax Examination [Table]" } } }, "localname": "IncomeTaxExaminationTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r153", "r209", "r457" ], "calculation": { "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperations", "weight": -1.0 }, "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperations", "weight": -1.0 }, "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "negatedLabel": "Income taxes", "terseLabel": "Income tax provision", "totalLabel": "Income Taxes", "verboseLabel": "Income taxes (benefit)" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails", "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails", "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r151", "r422", "r423", "r440", "r441", "r446", "r460", "r612" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxesPaidNet": { "auth_ref": [ "r149" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.", "label": "Income Taxes Paid, Net", "terseLabel": "Income Taxes Paid, Net" } } }, "localname": "IncomeTaxesPaidNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesReceivable": { "auth_ref": [ "r82", "r582", "r603" ], "calculation": { "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails": { "order": 2.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount due within one year of the balance sheet date (or one operating cycle, if longer) from tax authorities as of the balance sheet date representing refunds of overpayments or recoveries based on agreed-upon resolutions of disputes.", "label": "Income Taxes Receivable, Current", "terseLabel": "Recoverable income taxes" } } }, "localname": "IncomeTaxesReceivable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayable": { "auth_ref": [ "r144" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.", "label": "Increase (Decrease) in Accounts Payable", "terseLabel": "Accounts payable" } } }, "localname": "IncreaseDecreaseInAccountsPayable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r144" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase (Decrease) in Accounts Receivable", "negatedLabel": "Trade receivables" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccruedLiabilities": { "auth_ref": [ "r144" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid.", "label": "Increase (Decrease) in Accrued Liabilities", "terseLabel": "Accrued expenses" } } }, "localname": "IncreaseDecreaseInAccruedLiabilities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInFinanceReceivables": { "auth_ref": [ "r144" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in outstanding loans including accrued interest.", "label": "Increase (Decrease) in Finance Receivables", "negatedLabel": "Installment sales contracts, net" } } }, "localname": "IncreaseDecreaseInFinanceReceivables", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInInventories": { "auth_ref": [ "r144" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.", "label": "Increase (Decrease) in Inventories", "negatedLabel": "Inventories" } } }, "localname": "IncreaseDecreaseInInventories", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Increase (Decrease) in Operating Capital [Abstract]", "terseLabel": "Changes in operating assets and liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOtherDeferredLiability": { "auth_ref": [ "r144" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in deferred obligations classified as other.", "label": "Increase (Decrease) in Other Deferred Liability", "terseLabel": "Other long-term liabilities" } } }, "localname": "IncreaseDecreaseInOtherDeferredLiability", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingAssets": { "auth_ref": [ "r144" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in operating assets classified as other.", "label": "Increase (Decrease) in Other Operating Assets", "negatedLabel": "Other current assets" } } }, "localname": "IncreaseDecreaseInOtherOperatingAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "verboseLabel": "Capital Stock [Roll Forward]" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_IncrementalCommonSharesAttributableToShareBasedPaymentArrangements": { "auth_ref": [ "r172", "r177" ], "calculation": { "http://www.invacare.com/role/NetEarningsLossPerCommonShareComputationOfBasicAndDilutedNetEarningsPerCommonShareDetails": { "order": 2.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Additional shares included in the calculation of diluted EPS as a result of the potentially dilutive effect of share based payment arrangements using the treasury stock method.", "label": "Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements", "terseLabel": "Stock options and awards" } } }, "localname": "IncrementalCommonSharesAttributableToShareBasedPaymentArrangements", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/NetEarningsLossPerCommonShareComputationOfBasicAndDilutedNetEarningsPerCommonShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r258", "r266" ], "lang": { "en-US": { "role": { "documentation": "Information by type or class of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit.", "label": "Indefinite-lived Intangible Assets [Axis]", "terseLabel": "Indefinite-lived Intangible Assets [Axis]" } } }, "localname": "IndefiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesGoodwillAndOtherIntangiblesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails", "http://www.invacare.com/role/IntangiblesScheduleOfIndefiniteLivedAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Indefinite-lived Intangible Assets [Line Items]", "terseLabel": "Indefinite-lived Intangible Assets [Line Items]" } } }, "localname": "IndefiniteLivedIntangibleAssetsByMajorClassLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesGoodwillAndOtherIntangiblesDetails", "http://www.invacare.com/role/IntangiblesScheduleOfIndefiniteLivedAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsExcludingGoodwill": { "auth_ref": [ "r266" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit.", "label": "Indefinite-lived Intangible Assets (Excluding Goodwill)", "terseLabel": "Historical Cost" } } }, "localname": "IndefiniteLivedIntangibleAssetsExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IndefiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r258", "r266" ], "lang": { "en-US": { "role": { "documentation": "The major class of indefinite-lived intangible asset (for example, trade names, etc. but not all-inclusive), excluding goodwill. A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of the company.", "label": "Indefinite-lived Intangible Assets, Major Class Name [Domain]", "terseLabel": "Indefinite-lived Intangible Assets, Major Class Name [Domain]" } } }, "localname": "IndefiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesGoodwillAndOtherIntangiblesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails", "http://www.invacare.com/role/IntangiblesScheduleOfIndefiniteLivedAssetsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IntangibleAssetsDisclosureTextBlock": { "auth_ref": [ "r270" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for all or part of the information related to intangible assets.", "label": "Intangible Assets Disclosure [Text Block]", "terseLabel": "Intangibles" } } }, "localname": "IntangibleAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/Intangibles" ], "xbrltype": "textBlockItemType" }, "us-gaap_IntangibleAssetsNetExcludingGoodwill": { "auth_ref": [ "r255", "r261" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.", "label": "Intangible Assets, Net (Excluding Goodwill)", "terseLabel": "Intangibles" } } }, "localname": "IntangibleAssetsNetExcludingGoodwill", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r116", "r207", "r530", "r533", "r588" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 3.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "terseLabel": "Interest expense" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestIncomeExpenseNet": { "auth_ref": [ "r586" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The net amount of operating interest income (expense).", "label": "Interest Income (Expense), Net", "negatedLabel": "Net interest expense (income)" } } }, "localname": "InterestIncomeExpenseNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestIncomeOperating": { "auth_ref": [ "r121" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 4.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of operating interest income, including, but not limited to, amortization and accretion of premiums and discounts on securities.", "label": "Interest Income, Operating", "negatedLabel": "Interest income" } } }, "localname": "InterestIncomeOperating", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaid": { "auth_ref": [ "r149" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash paid for interest, including, but not limited to, capitalized interest and payment to settle zero-coupon bond attributable to accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount; classified as operating and investing activities.", "label": "Interest Paid, Including Capitalized Interest, Operating and Investing Activities", "terseLabel": "Interest Paid, Including Capitalized Interest, Operating and Investing Activities" } } }, "localname": "InterestPaid", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPayableCurrent": { "auth_ref": [ "r32", "r33", "r71" ], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 11.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Interest Payable, Current", "terseLabel": "Interest" } } }, "localname": "InterestPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestRateSwapMember": { "auth_ref": [ "r498" ], "lang": { "en-US": { "role": { "documentation": "Forward based contracts in which two parties agree to swap periodic payments that are fixed at the outset of the swap contract with variable payments based on a market interest rate (index rate) over a specified period.", "label": "Interest Rate Swap [Member]", "terseLabel": "Interest Rate Swap [Member]" } } }, "localname": "InterestRateSwapMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InterestRevenueExpenseNet": { "auth_ref": [ "r210" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of interest revenue (income derived from investments in debt securities and on cash and cash equivalents) net of interest expense (cost of borrowed funds accounted for as interest).", "label": "Interest Revenue (Expense), Net", "terseLabel": "Interest Revenue (Expense), Net" } } }, "localname": "InterestRevenueExpenseNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IntersegmentEliminationMember": { "auth_ref": [ "r212" ], "lang": { "en-US": { "role": { "documentation": "Eliminating entries used in operating segment consolidation.", "label": "Intersegment Eliminations [Member]", "terseLabel": "Intersegment Eliminations" } } }, "localname": "IntersegmentEliminationMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InventoryDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Inventory Disclosure [Abstract]" } } }, "localname": "InventoryDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_InventoryDisclosureTextBlock": { "auth_ref": [ "r244" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for inventory. Includes, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the classes of inventory, and the nature of the cost elements included in inventory.", "label": "Inventory Disclosure [Text Block]", "terseLabel": "Inventories" } } }, "localname": "InventoryDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/Inventories" ], "xbrltype": "textBlockItemType" }, "us-gaap_InventoryFinishedGoodsNetOfReserves": { "auth_ref": [ "r55", "r243" ], "calculation": { "http://www.invacare.com/role/InventoriesDetails": { "order": 1.0, "parentTag": "us-gaap_InventoryNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount, net of valuation reserves and adjustments, as of the balance sheet date of merchandise or goods held by the company that are readily available for sale.", "label": "Inventory, Finished Goods, Net of Reserves", "terseLabel": "Finished goods" } } }, "localname": "InventoryFinishedGoodsNetOfReserves", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/InventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryNet": { "auth_ref": [ "r21", "r87", "r240" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 5.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.invacare.com/role/InventoriesDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.invacare.com/role/SubsequentEventsDetails": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.", "label": "Inventory, Net", "terseLabel": "Inventories, net", "totalLabel": "Inventory, Net" } } }, "localname": "InventoryNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/InventoriesDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryPolicyTextBlock": { "auth_ref": [ "r34", "r88", "r151", "r181", "r241", "r242" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.", "label": "Inventory, Policy [Policy Text Block]", "terseLabel": "Inventories" } } }, "localname": "InventoryPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_InventoryRawMaterialsNetOfReserves": { "auth_ref": [ "r57", "r243" ], "calculation": { "http://www.invacare.com/role/InventoriesDetails": { "order": 2.0, "parentTag": "us-gaap_InventoryNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount, net of valuation reserves and adjustments, as of the balance sheet date of unprocessed items to be consumed in the manufacturing or production process.", "label": "Inventory, Raw Materials, Net of Reserves", "terseLabel": "Raw materials" } } }, "localname": "InventoryRawMaterialsNetOfReserves", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/InventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InventoryValuationReserveMember": { "auth_ref": [ "r164" ], "lang": { "en-US": { "role": { "documentation": "Reserve to reduce inventory to lower of cost or net realizable value.", "label": "SEC Schedule, 12-09, Reserve, Inventory [Member]", "terseLabel": "Inventory obsolescense reserve [Member]" } } }, "localname": "InventoryValuationReserveMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_InventoryWorkInProcessNetOfReserves": { "auth_ref": [ "r56", "r243" ], "calculation": { "http://www.invacare.com/role/InventoriesDetails": { "order": 3.0, "parentTag": "us-gaap_InventoryNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount, net of reserves and adjustments, as of the balance sheet date of merchandise or goods which are partially completed. This inventory is generally comprised of raw materials, labor and factory overhead costs, which require further materials, labor and overhead to be converted into finished goods, and which generally require the use of estimates to determine percentage complete and pricing.", "label": "Inventory, Work in Process, Net of Reserves", "terseLabel": "Work in process" } } }, "localname": "InventoryWorkInProcessNetOfReserves", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/InventoriesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LandBuildingsAndImprovementsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Real estate held and additions or improvements to real estate held and structures used in the conduct of business.", "label": "Land, Buildings and Improvements [Member]", "terseLabel": "Land, buildings and improvements" } } }, "localname": "LandBuildingsAndImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/PropertyAndEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeaseCostAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Lease, Cost [Abstract]" } } }, "localname": "LeaseCostAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_LeaseCostTableTextBlock": { "auth_ref": [ "r558" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income.", "label": "Lease, Cost [Table Text Block]", "terseLabel": "Lease Expense" } } }, "localname": "LeaseCostTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LeaseholdImprovementsMember": { "auth_ref": [ "r272" ], "lang": { "en-US": { "role": { "documentation": "Additions or improvements to assets held under a lease arrangement.", "label": "Leasehold Improvements [Member]", "terseLabel": "Leasehold improvements" } } }, "localname": "LeaseholdImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/PropertyAndEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeasesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Leases [Abstract]" } } }, "localname": "LeasesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_LeasesOfLesseeDisclosureTextBlock": { "auth_ref": [ "r546", "r560" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for lessee entity's leasing arrangements including, but not limited to, all of the following: (a.) The basis on which contingent rental payments are determined, (b.) The existence and terms of renewal or purchase options and escalation clauses, (c.) Restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing.", "label": "Leases of Lessee Disclosure [Text Block]", "terseLabel": "Leases and Commitments" } } }, "localname": "LeasesOfLesseeDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitments" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseTermOfContract": { "auth_ref": [ "r551" ], "lang": { "en-US": { "role": { "documentation": "Term of lessee's operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Term of Contract", "terseLabel": "Lease term" } } }, "localname": "LesseeOperatingLeaseTermOfContract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LetterOfCreditMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A document typically issued by a financial institution which acts as a guarantee of payment to a beneficiary, or as the source of payment for a specific transaction (for example, wiring funds to a foreign exporter if and when specified merchandise is accepted pursuant to the terms of the letter of credit).", "label": "Letter of Credit [Member]", "terseLabel": "Letters of Credit" } } }, "localname": "LetterOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r70" ], "calculation": { "http://www.invacare.com/role/SubsequentEventsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r53", "r578", "r599" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total Liabilities and Shareholders' Equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "Liabilities and Shareholders' Equity" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r73" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total Current Liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Liabilities, Current [Abstract]", "terseLabel": "Current Liabilities" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesOtherThanLongtermDebtNoncurrent": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 }, "http://www.invacare.com/role/OtherLongTermObligationsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Aggregated carrying amounts of obligations as of the balance sheet date, excluding long-term debt, incurred as part of the normal operations that are expected to be paid after one year or beyond the normal operating cycle, if longer. Alternate captions include Total Deferred Credits and Other Liabilities.", "label": "Liabilities, Other than Long-term Debt, Noncurrent", "terseLabel": "Other Long-Term Obligations", "totalLabel": "Other long-term obligations" } } }, "localname": "LiabilitiesOtherThanLongtermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/OtherLongTermObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilityForUncertainTaxPositionsNoncurrent": { "auth_ref": [ "r77" ], "calculation": { "http://www.invacare.com/role/OtherLongTermObligationsDetails": { "order": 7.0, "parentTag": "us-gaap_LiabilitiesOtherThanLongtermDebtNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount recognized for uncertainty in income taxes classified as noncurrent.", "label": "Liability for Uncertainty in Income Taxes, Noncurrent", "terseLabel": "Uncertain tax obligation including interest" } } }, "localname": "LiabilityForUncertainTaxPositionsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilityReserveEstimatePolicy": { "auth_ref": [ "r151", "r602", "r608" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for estimating its liability as of the balance sheet date for the ultimate cost of settling reported and unreported claims incurred and claims adjustment expenses (including effects of inflation and other societal and economic factors).", "label": "Liability Reserve Estimate, Policy [Policy Text Block]", "terseLabel": "Product Liability Cost" } } }, "localname": "LiabilityReserveEstimatePolicy", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LicensingAgreementsMember": { "auth_ref": [ "r464" ], "lang": { "en-US": { "role": { "documentation": "Rights, generally of limited duration, under a license arrangement (for example, to sell or otherwise utilize specified products or processes in a specified territory).", "label": "Licensing Agreements [Member]", "terseLabel": "License agreements" } } }, "localname": "LicensingAgreementsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LineOfCreditFacilityCurrentBorrowingCapacity": { "auth_ref": [ "r68" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of current borrowing capacity under the credit facility considering any current restrictions on the amount that could be borrowed (for example, borrowings may be limited by the amount of current assets), but without considering any amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Current Borrowing Capacity", "terseLabel": "Line of Credit Facility, Current Borrowing Capacity" } } }, "localname": "LineOfCreditFacilityCurrentBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityFairValueOfAmountOutstanding": { "auth_ref": [ "r520" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value of the amount outstanding under the credit facility.", "label": "Line of Credit Facility, Fair Value of Amount Outstanding", "terseLabel": "Letters of credit outstanding" } } }, "localname": "LineOfCreditFacilityFairValueOfAmountOutstanding", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r68" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Borrowing capacity" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The fee, expressed as a percentage of the line of credit facility, for available but unused credit capacity under the credit facility.", "label": "Line of Credit Facility, Unused Capacity, Commitment Fee Percentage", "terseLabel": "Line of Credit Facility, Unused Capacity, Commitment Fee Percentage" } } }, "localname": "LineOfCreditFacilityUnusedCapacityCommitmentFeePercentage", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_LineOfCreditMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars.", "label": "Line of Credit [Member]", "terseLabel": "Line of Credit" } } }, "localname": "LineOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LoansNotesTradeAndOtherReceivablesDisclosureTextBlock": { "auth_ref": [ "r48", "r54", "r220", "r232", "r233", "r579", "r600", "r610" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.", "label": "Loans, Notes, Trade and Other Receivables Disclosure [Text Block]", "terseLabel": "Receivables" } } }, "localname": "LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/Receivables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LondonInterbankOfferedRateLIBORMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Interest rate at which a bank borrows funds from other banks in the London interbank market.", "label": "London Interbank Offered Rate (LIBOR) [Member]", "verboseLabel": "Adjusted LIBOR" } } }, "localname": "LondonInterbankOfferedRateLIBORMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongTermDebtAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Long-term Debt, Unclassified [Abstract]" } } }, "localname": "LongTermDebtAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_LongTermDebtAndCapitalLeaseObligations": { "auth_ref": [ "r41" ], "calculation": { "http://www.invacare.com/role/LongTermDebtDebtDetails": { "order": 2.0, "parentTag": "us-gaap_LongTermDebtAndCapitalLeaseObligationsIncludingCurrentMaturities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt and capital lease obligation due after one year or beyond the normal operating cycle, if longer.", "label": "Long-term Debt and Capital Lease Obligations", "terseLabel": "Long-term debt of current maturities" } } }, "localname": "LongTermDebtAndCapitalLeaseObligations", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtAndCapitalLeaseObligationsCurrent": { "auth_ref": [ "r71" ], "calculation": { "http://www.invacare.com/role/LongTermDebtDebtDetails": { "order": 1.0, "parentTag": "us-gaap_LongTermDebtAndCapitalLeaseObligationsIncludingCurrentMaturities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt and capital leases due within one year or the normal operating cycle, if longer.", "label": "Long-term Debt and Capital Lease Obligations, Current", "negatedLabel": "Less current maturities of long-term debt" } } }, "localname": "LongTermDebtAndCapitalLeaseObligationsCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtAndCapitalLeaseObligationsIncludingCurrentMaturities": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.invacare.com/role/LongTermDebtDebtDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of long-term debt and capital lease obligations including current maturities.", "label": "Long-term Debt and Capital Lease Obligations, Including Current Maturities", "totalLabel": "Long-term debt" } } }, "localname": "LongTermDebtAndCapitalLeaseObligationsIncludingCurrentMaturities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtAndCapitalLeaseObligationsMaturitiesRepaymentsOfPrincipalInYearFive": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Principal amount of long-term debt and capital lease obligation maturing in the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five", "terseLabel": "Year Five" } } }, "localname": "LongTermDebtAndCapitalLeaseObligationsMaturitiesRepaymentsOfPrincipalInYearFive", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtAndCapitalLeaseObligationsMaturitiesRepaymentsOfPrincipalInYearFour": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Principal amount of long-term debt and capital lease obligation maturing in the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four", "terseLabel": "Year Four" } } }, "localname": "LongTermDebtAndCapitalLeaseObligationsMaturitiesRepaymentsOfPrincipalInYearFour", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtAndCapitalLeaseObligationsMaturitiesRepaymentsOfPrincipalInYearThree": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Principal amount of long-term debt and capital lease obligation maturing in the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three", "terseLabel": "Year Three" } } }, "localname": "LongTermDebtAndCapitalLeaseObligationsMaturitiesRepaymentsOfPrincipalInYearThree", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtAndCapitalLeaseObligationsMaturitiesRepaymentsOfPrincipalInYearTwo": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Principal amount of long-term debt and capital lease obligation maturing in the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Two", "terseLabel": "Year Two" } } }, "localname": "LongTermDebtAndCapitalLeaseObligationsMaturitiesRepaymentsOfPrincipalInYearTwo", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtAndCapitalLeaseObligationsRepaymentsOfPrincipalInNextTwelveMonths": { "auth_ref": [], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Principal amount of long-term debt and capital lease obligation maturing in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Long-term Debt and Capital Lease Obligations, Repayments of Principal in Next Twelve Months", "terseLabel": "Year One" } } }, "localname": "LongTermDebtAndCapitalLeaseObligationsRepaymentsOfPrincipalInNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtByMaturityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Long-term Debt, Fiscal Year Maturity [Abstract]", "terseLabel": "Long-term Debt, Fiscal Year Maturity [Abstract]" } } }, "localname": "LongTermDebtByMaturityAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongTermDebtNoncurrent": { "auth_ref": [ "r76" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after unamortized (discount) premium and debt issuance costs of long-term debt classified as noncurrent and excluding amounts to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Long-term Debt, Excluding Current Maturities", "terseLabel": "Long-Term Debt" } } }, "localname": "LongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermInvestments": { "auth_ref": [ "r62" ], "calculation": { "http://www.invacare.com/role/OtherLongTermAssetsDetails": { "order": 3.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The total amount of investments that are intended to be held for an extended period of time (longer than one operating cycle).", "label": "Long-term Investments", "terseLabel": "Investments" } } }, "localname": "LongTermInvestments", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r76" ], "lang": { "en-US": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesDerivativeInstrumentsDetails", "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermAssetsNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails", "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r76", "r316" ], "lang": { "en-US": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesDerivativeInstrumentsDetails", "http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermAssetsNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails", "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LongtermDebtWeightedAverageInterestRate": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Weighted average interest rate of long-term debt outstanding calculated at point in time.", "label": "Long-term Debt, Weighted Average Interest Rate, at Point in Time", "terseLabel": "Weighted average interest rate" } } }, "localname": "LongtermDebtWeightedAverageInterestRate", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_LossContingenciesByNatureOfContingencyAxis": { "auth_ref": [ "r292", "r293", "r294", "r295", "r296", "r297", "r298", "r303", "r304" ], "lang": { "en-US": { "role": { "documentation": "Information by type of existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an enterprise that will ultimately be resolved when one or more future events occur or fail to occur.", "label": "Loss Contingency Nature [Axis]", "terseLabel": "Loss Contingency Nature [Axis]" } } }, "localname": "LossContingenciesByNatureOfContingencyAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesWarrantyScheduleDetails", "http://www.invacare.com/role/ContingenciesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingenciesLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Loss Contingencies [Line Items]", "terseLabel": "Loss Contingencies [Line Items]" } } }, "localname": "LossContingenciesLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ContingenciesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingenciesTable": { "auth_ref": [ "r292", "r293", "r294", "r295", "r296", "r297", "r298", "r303", "r304" ], "lang": { "en-US": { "role": { "documentation": "Discloses the specific components (such as the nature, name, and date) of the loss contingency and gives an estimate of the possible loss or range of loss, or states that a reasonable estimate cannot be made. Excludes environmental contingencies, warranties and unconditional purchase obligations.", "label": "Loss Contingencies [Table]", "terseLabel": "Loss Contingencies [Table]" } } }, "localname": "LossContingenciesTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ContingenciesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LossContingencyDisclosures": { "auth_ref": [ "r299", "r300" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for loss and gain contingencies. Describes any existing condition, situation, or set of circumstances involving uncertainty as of the balance sheet date (or prior to issuance of the financial statements) as to a probable or reasonably possible loss incurred by an entity that will ultimately be resolved when one or more future events occur or fail to occur, and typically discloses the amount of loss recorded or a range of possible loss, or an assertion that no reasonable estimate can be made.", "label": "Contingencies Disclosure [Text Block]", "terseLabel": "Contingencies" } } }, "localname": "LossContingencyDisclosures", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/Contingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LossContingencyNatureDomain": { "auth_ref": [ "r292", "r293", "r294", "r295", "r296", "r297", "r298", "r303", "r304" ], "lang": { "en-US": { "role": { "documentation": "An existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an enterprise that will ultimately be resolved when one or more future events occur or fail to occur. Resolution of the uncertainty may confirm the incurrence of a loss or impairment of an asset or the incurrence of a liability.", "label": "Loss Contingency, Nature [Domain]", "terseLabel": "Loss Contingency, Nature [Domain]" } } }, "localname": "LossContingencyNatureDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesWarrantyScheduleDetails", "http://www.invacare.com/role/ContingenciesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MachineryAndEquipmentMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tangible personal property used to produce goods and services, including, but is not limited to, tools, dies and molds, computer and office equipment.", "label": "Machinery and Equipment [Member]", "terseLabel": "Machinery and equipment" } } }, "localname": "MachineryAndEquipmentMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPropertyAndEquipmentDetails", "http://www.invacare.com/role/PropertyAndEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MovementInValuationAllowancesAndReservesRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]", "terseLabel": "SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]" } } }, "localname": "MovementInValuationAllowancesAndReservesRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NatureOfOperations": { "auth_ref": [ "r184", "r197" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.", "label": "Nature of Operations [Text Block]", "terseLabel": "Nature of Operations" } } }, "localname": "NatureOfOperations", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r142" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net Cash Provided (Used) by Financing Activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "Financing Activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r142" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net Cash Used by Investing Activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "Investing Activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r142", "r143", "r146" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net Cash Provided by (Used in) Operating Activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Operating Activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r109", "r112", "r118", "r146", "r177", "r584", "r604" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "terseLabel": "Net loss", "totalLabel": "Net Loss" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows", "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity", "http://www.invacare.com/role/InterimFinancialInformationDetails", "http://www.invacare.com/role/NetEarningsLossPerCommonShareComputationOfBasicAndDilutedNetEarningsPerCommonShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recent Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NoncurrentAssets": { "auth_ref": [ "r216" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Long-lived assets other than financial instruments, long-term customer relationships of a financial institution, mortgage and other servicing rights, deferred policy acquisition costs, and deferred tax assets.", "label": "Long-Lived Assets", "terseLabel": "Long-lived assets" } } }, "localname": "NoncurrentAssets", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NondesignatedMember": { "auth_ref": [ "r482" ], "lang": { "en-US": { "role": { "documentation": "Derivative instrument not designated as hedging instrument under Generally Accepted Accounting Principles (GAAP).", "label": "Not Designated as Hedging Instrument [Member]", "terseLabel": "Not Designated as Hedging Instrument" } } }, "localname": "NondesignatedMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails", "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails", "http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NotesAndLoansReceivableGrossCurrent": { "auth_ref": [ "r22", "r23", "r83", "r219" ], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": 1.0, "parentTag": "us-gaap_NotesReceivableGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "An amount representing an agreement for an unconditional promise by the maker to pay the Entity (holder) a definite sum of money at a future date(s) within one year of the balance sheet date or the normal operating cycle, whichever is longer. Such amount may include accrued interest receivable in accordance with the terms of the debt. The debt also may contain provisions including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among a myriad of other features and characteristics. This amount does not include amounts related to receivables held-for-sale.", "label": "Notes, Loans and Financing Receivable, Gross, Current", "terseLabel": "Installment receivables, current" } } }, "localname": "NotesAndLoansReceivableGrossCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesAndLoansReceivableGrossNoncurrent": { "auth_ref": [ "r66" ], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": 2.0, "parentTag": "us-gaap_NotesReceivableGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "An amount representing an agreement for an unconditional promise by the maker to pay the Entity (holder) a definite sum of money at a future date(s) more than one year from the balance sheet date. Such amount may include accrued interest receivable in accordance with the terms of the debt. The debt also may contain provisions and related items including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among a myriad of other features and characteristics. This amount does not include amounts related to receivables held-for-sale.", "label": "Notes, Loans and Financing Receivable, Gross, Noncurrent", "terseLabel": "Installment receivables, long-term" } } }, "localname": "NotesAndLoansReceivableGrossNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesAndLoansReceivableNetCurrent": { "auth_ref": [ "r22", "r23", "r84", "r219" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": 1.0, "parentTag": "us-gaap_NotesReceivableNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "An amount representing an agreement for an unconditional promise by the maker to pay the Company (holder) a definite sum of money within one year from the balance sheet date (or the normal operating cycle, whichever is longer), net of any write-downs taken for collection uncertainty on the part of the holder. Such amount may include accrued interest receivable in accordance with the terms of the debt. The debt also may contain provisions and related items including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among a myriad of other features and characteristics. This amount does not include amounts related to receivables held-for-sale.", "label": "Notes, Loans and Financing Receivable, Net, Current", "terseLabel": "Installment receivables, net", "totalLabel": "Installment receivables, net" } } }, "localname": "NotesAndLoansReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesAndLoansReceivableNetNoncurrent": { "auth_ref": [ "r66" ], "calculation": { "http://www.invacare.com/role/OtherLongTermAssetsDetails": { "order": 4.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 }, "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": 2.0, "parentTag": "us-gaap_NotesReceivableNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "An amount representing an agreement for an unconditional promise by the maker to pay the Entity (holder) a definite sum of money at a future date more than one year from the balance sheet date, net of any write-downs taken for collection uncertainty on the part of the holder. Such amount may include accrued interest receivable in accordance with the terms of the debt. The debt also may contain provisions and related items including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among a myriad of other features and characteristics. This amount does not include amounts related to receivables held-for-sale.", "label": "Notes, Loans and Financing Receivable, Net, Noncurrent", "terseLabel": "Long-term installment receivables", "totalLabel": "Installment receivables, long-term" } } }, "localname": "NotesAndLoansReceivableNetNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermAssetsDetails", "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesReceivableGross": { "auth_ref": [ "r581" ], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount representing an agreement for an unconditional promise by the maker to pay the entity (holder) a definite sum of money at a future date. Such amount may include accrued interest receivable in accordance with the terms of the note. The note also may contain provisions and related items including a discount or premium, payable on demand, secured, or unsecured, interest bearing or noninterest bearing, among a myriad of other features and characteristics. Excludes amounts related to receivables held-for-sale.", "label": "Financing Receivable, Gross", "totalLabel": "Total Installment Receivables" } } }, "localname": "NotesReceivableGross", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesReceivableNet": { "auth_ref": [ "r84" ], "calculation": { "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Net amount of the investment in a contractual right to receive money on demand or on fixed or determinable dates that is recognized as an asset in the creditor's statement of financial position. Examples include, but are not limited to, credit card receivables, notes receivable and receivables relating to lessor's rights to payments from leases other than operating leases that have been recorded as assets. Excludes trade accounts receivable with contractual maturity of one year or less and arose from the sale of goods or services.", "label": "Financing Receivable, Net", "totalLabel": "Total installment receivables, net" } } }, "localname": "NotesReceivableNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingIncomeLoss": { "auth_ref": [], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The net result for the period of deducting operating expenses from operating revenues.", "label": "Operating Income (Loss)", "terseLabel": "Operating Income (Loss)", "totalLabel": "Operating Income (Loss)" } } }, "localname": "OperatingIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseCost": { "auth_ref": [ "r553", "r559" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability.", "label": "Operating Lease, Cost", "terseLabel": "Operating Lease, Cost" } } }, "localname": "OperatingLeaseCost", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsLeaseCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseExpense": { "auth_ref": [ "r550" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of operating lease expense. Excludes sublease income.", "label": "Operating Lease, Expense", "terseLabel": "Operating Lease, Expense" } } }, "localname": "OperatingLeaseExpense", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsLeaseCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r548" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.invacare.com/role/SubsequentEventsDetails": { "order": 4.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Operating Lease, Liability, Current", "negatedTerseLabel": "Operating Lease, Liability, Current", "terseLabel": "Current portion of operating lease obligations" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r548" ], "calculation": { "http://www.invacare.com/role/SubsequentEventsDetails": { "order": 5.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Operating Lease, Liability, Noncurrent", "terseLabel": "Operating Leases Long-term Obligations" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r547" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 7.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.invacare.com/role/SubsequentEventsDetails": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "terseLabel": "Operating Lease Assets, net" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r557", "r559" ], "lang": { "en-US": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Operating Lease, Weighted Average Discount Rate, Percent" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsWeightedAverageRemainingLeaseTermsAndDiscountRatesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r556", "r559" ], "lang": { "en-US": { "role": { "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "terseLabel": "Operating Lease, Weighted Average Remaining Lease Term" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsWeightedAverageRemainingLeaseTermsAndDiscountRatesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_OperatingLeasedAssetsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Operating Leased Assets [Line Items]", "terseLabel": "Operating Leased Assets [Line Items]" } } }, "localname": "OperatingLeasedAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDue": { "auth_ref": [ "r536", "r537" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for leases having an initial or remaining non-cancelable letter-terms in excess of one year.", "label": "Operating Leases, Future Minimum Payments Due", "totalLabel": "Total future minimum lease payments" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]", "terseLabel": "Operating Leases" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueCurrent": { "auth_ref": [ "r536", "r537" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": 1.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the next fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments Due, Next Twelve Months", "terseLabel": "Operating Leases - 2020" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueInFiveYears": { "auth_ref": [ "r536", "r537" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": 5.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due in Five Years", "terseLabel": "Operating Leases - 2024" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInFiveYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueInFourYears": { "auth_ref": [ "r536", "r537" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": 4.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the fourth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due in Four Years", "terseLabel": "Operating Leases - 2023" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInFourYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueInThreeYears": { "auth_ref": [ "r536", "r537" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": 3.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the third fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due in Three Years", "terseLabel": "Operating Leases - 2022" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInThreeYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueInTwoYears": { "auth_ref": [ "r536", "r537" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": 2.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due in the second fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due in Two Years", "terseLabel": "Operating Leases - 2021" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueInTwoYears", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasesFutureMinimumPaymentsDueThereafter": { "auth_ref": [ "r536", "r537" ], "calculation": { "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails": { "order": 6.0, "parentTag": "us-gaap_OperatingLeasesFutureMinimumPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of required minimum rental payments for operating leases having an initial or remaining non-cancelable lease term in excess of one year due after the fifth fiscal year following the latest fiscal year. Excludes interim and annual periods when interim periods are reported on a rolling approach, from latest balance sheet date.", "label": "Operating Leases, Future Minimum Payments, Due Thereafter", "terseLabel": "Operating Leases - Thereafter" } } }, "localname": "OperatingLeasesFutureMinimumPaymentsDueThereafter", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingSegmentsMember": { "auth_ref": [ "r206", "r214" ], "lang": { "en-US": { "role": { "documentation": "Identifies components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Operating Segments [Member]", "terseLabel": "Operating Segments" } } }, "localname": "OperatingSegmentsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock": { "auth_ref": [ "r166", "r168", "r197", "r475" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for the general note to the financial statements for the reporting entity which may include, descriptions of the basis of presentation, business description, significant accounting policies, consolidations, reclassifications, new pronouncements not yet adopted and changes in accounting principles.", "label": "Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]", "terseLabel": "Accounting Policies" } } }, "localname": "OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherAccruedLiabilitiesCurrent": { "auth_ref": [ "r30", "r32", "r33", "r71" ], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 14.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer.", "label": "Other Accrued Liabilities, Current", "terseLabel": "Other items, principally trade accruals" } } }, "localname": "OtherAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsCurrent": { "auth_ref": [ "r89" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 }, "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.invacare.com/role/SubsequentEventsDetails": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of current assets classified as other.", "label": "Other Assets, Current", "terseLabel": "Other current assets", "totalLabel": "Other current assets" } } }, "localname": "OtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherAssetsDisclosureTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for other assets. This disclosure includes other current assets and other noncurrent assets.", "label": "Other Assets Disclosure [Text Block]", "terseLabel": "Other Long-Term Assets" } } }, "localname": "OtherAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermAssets" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherAssetsNoncurrent": { "auth_ref": [ "r66" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.invacare.com/role/OtherLongTermAssetsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of noncurrent assets classified as other.", "label": "Other Assets, Noncurrent", "terseLabel": "Other Assets", "totalLabel": "Other Assets" } } }, "localname": "OtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/OtherLongTermAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeDefinedBenefitPlansAdjustmentBeforeTaxPortionAttributableToParentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Other Comprehensive (Income) Loss, Defined Benefit Plan, before Tax, after Reclassification Adjustment, Attributable to Parent [Abstract]", "terseLabel": "Defined benefit plans:", "verboseLabel": "Defined benefit plans:" } } }, "localname": "OtherComprehensiveIncomeDefinedBenefitPlansAdjustmentBeforeTaxPortionAttributableToParentAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeDefinedBenefitPlansNetUnamortizedGainLossArisingDuringPeriodTax": { "auth_ref": [ "r103" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 3.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of tax expense (benefit) for (increase) decrease in value of benefit obligation for change in actuarial assumptions and increase (decrease) in value of plan assets from experience different from that assumed of defined benefit plan, that has not been recognized in net periodic benefit (cost) credit.", "label": "Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, Tax", "negatedLabel": "Deferred tax adjustment resulting from defined benefit plan activity" } } }, "localname": "OtherComprehensiveIncomeDefinedBenefitPlansNetUnamortizedGainLossArisingDuringPeriodTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent": { "auth_ref": [ "r468", "r469", "r471" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature, attributable to parent entity.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent", "terseLabel": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent", "verboseLabel": "Foreign currency translation adjustments" } } }, "localname": "OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTaxPortionAttributableToParent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossAmortizationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansForNetPriorServiceCostCreditBeforeTax": { "auth_ref": [ "r102", "r106", "r107", "r358" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, before tax, of reclassification adjustment from accumulated other comprehensive (income) loss for prior service cost (credit) of defined benefit plan.", "label": "Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, before Tax", "terseLabel": "Amortization of prior service costs and unrecognized losses" } } }, "localname": "OtherComprehensiveIncomeLossAmortizationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansForNetPriorServiceCostCreditBeforeTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossAmortizationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansForNetPriorServiceCostCreditNetOfTax": { "auth_ref": [ "r102", "r106", "r107", "r358" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount, after tax, of reclassification adjustment from accumulated other comprehensive (income) loss for prior service cost (credit) of defined benefit plan.", "label": "Other Comprehensive (Income) Loss, Defined Benefit Plan, Prior Service Cost (Credit), Reclassification Adjustment from AOCI, after Tax", "terseLabel": "Amortization of prior service costs and unrecognized losses and credits" } } }, "localname": "OtherComprehensiveIncomeLossAmortizationAdjustmentFromAOCIPensionAndOtherPostretirementBenefitPlansForNetPriorServiceCostCreditNetOfTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax": { "auth_ref": [ "r105", "r115" ], "calculation": { "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails": { "order": 1.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax, before reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), before Reclassifications, Net of Tax", "terseLabel": "OCI before reclassifications" } } }, "localname": "OtherComprehensiveIncomeLossBeforeReclassificationsNetOfTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax": { "auth_ref": [ "r96", "r528" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.", "label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax", "terseLabel": "Foreign currency translation adjustments" } } }, "localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTax": { "auth_ref": [ "r110", "r113", "r115", "r327" ], "calculation": { "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_ComprehensiveIncomeNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax and reclassification adjustments of other comprehensive income (loss).", "label": "Other Comprehensive Income (Loss), Net of Tax", "totalLabel": "Other Comprehensive Income (Loss)" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails", "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Other Comprehensive Income (Loss), Net of Tax [Abstract]", "terseLabel": "Other comprehensive income (loss):" } } }, "localname": "OtherComprehensiveIncomeLossNetOfTaxPeriodIncreaseDecreaseAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss" ], "xbrltype": "stringItemType" }, "us-gaap_OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodBeforeTax": { "auth_ref": [ "r98", "r102", "r508" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 5.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount before tax of increase (decrease) in accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges and an entity's share of an equity investee's increase (decrease) in deferred hedging gain (loss).", "label": "Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, before Tax", "terseLabel": "Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)", "verboseLabel": "Current period gain (loss) on cash flow hedges" } } }, "localname": "OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodBeforeTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodNetOfTax": { "auth_ref": [ "r98", "r102", "r508" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of increase (decrease) in accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges and an entity's share of an equity investee's increase (decrease) in deferred hedging gain (loss).", "label": "Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax", "terseLabel": "Unrealized gain on cash flow hedges" } } }, "localname": "OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodTax": { "auth_ref": [ "r98", "r103" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 6.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of tax expense (benefit), before reclassification adjustments, related to increase (decrease) in accumulated gain (loss) from derivative instruments designated and qualifying as the effective portion of cash flow hedges and an entity's share of an equity investee's increase (decrease) in deferred hedging gain (loss).", "label": "Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax", "negatedTerseLabel": "Deferred tax benefit (loss) related to gain (loss) on cash flow hedges" } } }, "localname": "OtherComprehensiveIncomeUnrealizedGainLossOnDerivativesArisingDuringPeriodTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCurrentAssetsMember": { "auth_ref": [ "r484", "r505" ], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing other current assets.", "label": "Other Current Assets [Member]", "terseLabel": "Other Current Assets" } } }, "localname": "OtherCurrentAssetsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherCurrentAssetsTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for other current assets.", "label": "Other Current Assets [Text Block]", "terseLabel": "Other Current Assets" } } }, "localname": "OtherCurrentAssetsTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherCurrentAssets" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherEmployeeRelatedLiabilitiesCurrent": { "auth_ref": [ "r71" ], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 13.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of obligations incurred for employer-related costs classified as other, payable within one year or the normal operating cycle, if longer.", "label": "Other Employee-related Liabilities, Current", "terseLabel": "Severance" } } }, "localname": "OtherEmployeeRelatedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherIntangibleAssetsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Intangible assets classified as other.", "label": "Other Intangible Assets [Member]", "terseLabel": "Other" } } }, "localname": "OtherIntangibleAssetsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_OtherLiabilitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Other Liabilities Disclosure [Abstract]" } } }, "localname": "OtherLiabilitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_OtherLiabilitiesDisclosureTextBlock": { "auth_ref": [ "r72" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for other liabilities.", "label": "Other Liabilities Disclosure [Text Block]", "terseLabel": "Other Liabilities Disclosure" } } }, "localname": "OtherLiabilitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligations" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherLiabilitiesNoncurrent": { "auth_ref": [ "r77" ], "calculation": { "http://www.invacare.com/role/OtherLongTermObligationsDetails": { "order": 8.0, "parentTag": "us-gaap_LiabilitiesOtherThanLongtermDebtNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.", "label": "Other Liabilities, Noncurrent", "terseLabel": "Other" } } }, "localname": "OtherLiabilitiesNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligationsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNoncashExpense": { "auth_ref": [ "r146" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of expense or loss included in net income that result in no cash flow, classified as other.", "label": "Other Noncash Expense", "negatedTerseLabel": "Provision (benefit) for other deferred liabilities" } } }, "localname": "OtherNoncashExpense", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNoncurrentLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of other noncurrent liabilities.", "label": "Other Noncurrent Liabilities [Table Text Block]", "terseLabel": "Schedule of Other Liabilities, Noncurrent" } } }, "localname": "OtherNoncurrentLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermObligationsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherPrepaidExpenseCurrent": { "auth_ref": [ "r24", "r27" ], "calculation": { "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails": { "order": 5.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of asset related to consideration paid in advance for other costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Other Prepaid Expense, Current", "terseLabel": "Prepaid and other current assets" } } }, "localname": "OtherPrepaidExpenseCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PastDueFinancingReceivablesTableTextBlock": { "auth_ref": [ "r235", "r236" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of financing receivables that are past due but not impaired, financing receivables that are 90 days past due and still accruing, and financing receivables on nonaccrual status.", "label": "Past Due Financing Receivables [Table Text Block]", "terseLabel": "Schedule of Aging of Installment Receivables" } } }, "localname": "PastDueFinancingReceivablesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PatentsMember": { "auth_ref": [ "r465" ], "lang": { "en-US": { "role": { "documentation": "Exclusive legal right granted by the government to the owner of the patent to exploit an invention or a process for a period of time specified by law.", "label": "Patents [Member]", "terseLabel": "Patents" } } }, "localname": "PatentsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PayablesAndAccrualsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Payables and Accruals [Abstract]" } } }, "localname": "PayablesAndAccrualsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_PaymentGuaranteeMember": { "auth_ref": [ "r301", "r315" ], "lang": { "en-US": { "role": { "documentation": "A contract that contingently requires the guarantor to make payments (either in cash, financial instrument, other assets, shares of its stock, or provision of services) to the guaranteed party based on changes in an underlying that is related to an asset, a liability, or an equity security of the guaranteed party.", "label": "Payment Guarantee [Member]", "terseLabel": "Payment Guarantee" } } }, "localname": "PaymentGuaranteeMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PaymentsForProceedsFromLongtermInvestments": { "auth_ref": [ "r163" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The net amount paid (received) by the reporting entity through acquisition or sale and maturities of long-term investments which qualify for treatment as an investing activity based on management's intention and intended by management to be liquidated, if necessary, beyond the current operating cycle. Includes cash flows from securities classified as trading securities that were acquired for reasons other than sale in the long-term.", "label": "Payments for (Proceeds from) Long-term Investments", "negatedLabel": "Decrease in other long-term assets" } } }, "localname": "PaymentsForProceedsFromLongtermInvestments", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForProceedsFromOtherInvestingActivities": { "auth_ref": [ "r133", "r135", "r163" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash (inflow) outflow from investing activities classified as other.", "label": "Payments for (Proceeds from) Other Investing Activities", "negatedLabel": "Other" } } }, "localname": "PaymentsForProceedsFromOtherInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRepurchaseOfCommonStock": { "auth_ref": [ "r138" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow to reacquire common stock during the period.", "label": "Payments for Repurchase of Common Stock", "negatedTerseLabel": "Payments for Repurchase of Common Stock", "terseLabel": "Payments for Repurchase of Common Stock" } } }, "localname": "PaymentsForRepurchaseOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows", "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRestructuring": { "auth_ref": [ "r141", "r281" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash payments made as the result of exit or disposal activities. Excludes payments associated with a discontinued operation or an asset retirement obligation.", "label": "Payments for Restructuring", "negatedTerseLabel": "Payments" } } }, "localname": "PaymentsForRestructuring", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDividendsCommonStock": { "auth_ref": [ "r138" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of cash outflow in the form of ordinary dividends to common shareholders of the parent entity.", "label": "Payments of Ordinary Dividends, Common Stock", "negatedLabel": "Payment of dividends", "terseLabel": "Payments of Ordinary Dividends, Common Stock" } } }, "localname": "PaymentsOfDividendsCommonStock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfFinancingCosts": { "auth_ref": [ "r140" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow for loan and debt issuance costs.", "label": "Payments of Financing Costs", "negatedLabel": "Payment of financing costs" } } }, "localname": "PaymentsOfFinancingCosts", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r134" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedLabel": "Purchases of property and equipment", "terseLabel": "Expenditures for assets" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PensionAndOtherPostretirementBenefitsDisclosureTextBlock": { "auth_ref": [ "r374" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for pension and other postretirement benefits.", "label": "Pension and Other Postretirement Benefits Disclosure [Text Block]", "terseLabel": "Retirement and Benefit Plans" } } }, "localname": "PensionAndOtherPostretirementBenefitsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlans" ], "xbrltype": "textBlockItemType" }, "us-gaap_PensionAndOtherPostretirementPlansPolicy": { "auth_ref": [ "r151", "r362", "r369", "r370", "r372", "r373" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for pension and other postretirement benefit plans. This accounting policy may address (1) the types of plans sponsored by the entity, and the benefits provided by each plan (2) groups that participate in (or are covered by) each plan (3) how plan assets, liabilities and expenses are measured, including the use of any actuaries and (4) significant assumptions used by the entity to value plan assets and liabilities and how such assumptions are derived.", "label": "Pension and Other Postretirement Plans, Policy [Policy Text Block]", "terseLabel": "Defined Benefit Plans" } } }, "localname": "PensionAndOtherPostretirementPlansPolicy", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PerformanceSharesMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Shares or units awarded to employees for meeting certain performance targets.", "label": "Performance Shares [Member]", "terseLabel": "Performance shares and performance share units" } } }, "localname": "PerformanceSharesMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationShareBasedCompensationExpenseDetails", "http://www.invacare.com/role/EquityCompensationUnrecognizedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r377", "r411" ], "lang": { "en-US": { "role": { "documentation": "Information by plan name pertaining to equity-based compensation arrangements.", "label": "Plan Name [Axis]", "terseLabel": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Name of the equity-based compensation arrangement plan.", "label": "Plan Name [Domain]", "terseLabel": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PortionAtFairValueFairValueDisclosureMember": { "auth_ref": [ "r519" ], "lang": { "en-US": { "role": { "documentation": "Measured at fair value for financial reporting purposes.", "label": "Portion at Fair Value Measurement [Member]", "terseLabel": "Portion at Fair Value Measurement" } } }, "localname": "PortionAtFairValueFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r46" ], "lang": { "en-US": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred Stock, Shares Authorized" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r46" ], "lang": { "en-US": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Preferred Stock, Shares Outstanding" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r46" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "terseLabel": "Preferred Shares (Authorized 300 shares; none outstanding)" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidExpenseAndOtherAssetsNoncurrent": { "auth_ref": [ "r38", "r573", "r595" ], "calculation": { "http://www.invacare.com/role/OtherLongTermAssetsDetails": { "order": 6.0, "parentTag": "us-gaap_OtherAssetsNoncurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed after one year or the normal operating cycle, if longer.", "label": "Prepaid Expense and Other Assets, Noncurrent", "terseLabel": "Other" } } }, "localname": "PrepaidExpenseAndOtherAssetsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PrepaidInsurance": { "auth_ref": [ "r25", "r27", "r245", "r246" ], "calculation": { "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails": { "order": 4.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of asset related to consideration paid in advance for insurance that provides economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid Insurance", "terseLabel": "Prepaid insurance" } } }, "localname": "PrepaidInsurance", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromDivestitureOfInterestInSubsidiariesAndAffiliates": { "auth_ref": [ "r131" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow associated with the deconsolidation of a previously consolidated subsidiary or sale of an entity that is related to it but not strictly controlled.", "label": "Proceeds from Divestiture of Interest in Subsidiaries and Affiliates", "terseLabel": "Proceeds from Divestiture of Interest in Subsidiaries and Affiliates" } } }, "localname": "ProceedsFromDivestitureOfInterestInSubsidiariesAndAffiliates", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfLongTermDebt": { "auth_ref": [ "r137" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow from a debt initially having maturity due after one year or beyond the operating cycle, if longer.", "label": "Proceeds from Issuance of Long-term Debt", "terseLabel": "Proceeds from revolving lines of credit and long-term borrowings" } } }, "localname": "ProceedsFromIssuanceOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfWarrants": { "auth_ref": [ "r136" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt).", "label": "Proceeds from Issuance of Warrants", "terseLabel": "Proceeds from Issuance of Warrants" } } }, "localname": "ProceedsFromIssuanceOfWarrants", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity", "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleOfPropertyPlantAndEquipment": { "auth_ref": [ "r132" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale.", "label": "Proceeds from Sale of Property, Plant, and Equipment", "terseLabel": "Proceeds from sale of property and equipment" } } }, "localname": "ProceedsFromSaleOfPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromStockOptionsExercised": { "auth_ref": [ "r136", "r412" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow from exercise of stock options granted under share-based compensation arrangement.", "label": "Proceeds from Stock Options Exercised", "terseLabel": "Proceeds from exercise of stock options" } } }, "localname": "ProceedsFromStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows", "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductMember": { "auth_ref": [ "r342" ], "lang": { "en-US": { "role": { "documentation": "Article or substance produced by nature, labor or machinery.", "label": "Product [Member]", "terseLabel": "Product [Member]" } } }, "localname": "ProductMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RevenuesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ProductWarrantyAccrualClassifiedCurrent": { "auth_ref": [ "r71", "r302", "r309" ], "calculation": { "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_AccruedLiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred through that date and payable for estimated claims under standard and extended warranty protection rights granted to customers. For classified balance sheets, represents the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Product Warranty Accrual, Current", "periodEndLabel": "Balance as of December 31", "periodStartLabel": "Balance as of January 1", "terseLabel": "Warranty" } } }, "localname": "ProductWarrantyAccrualClassifiedCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails", "http://www.invacare.com/role/AccruedExpensesWarrantyScheduleDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductWarrantyAccrualPayments": { "auth_ref": [ "r310" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of decrease in the standard and extended product warranty accrual from payments made in cash or in kind to satisfy claims under the terms of the standard and extended product warranty.", "label": "Standard and Extended Product Warranty Accrual, Decrease for Payments", "negatedTerseLabel": "Settlements made during the period" } } }, "localname": "ProductWarrantyAccrualPayments", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesWarrantyScheduleDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductWarrantyAccrualPreexistingIncreaseDecrease": { "auth_ref": [ "r312" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase (decrease) in the standard and extended product warranty accrual from changes in estimates attributable to preexisting product warranties.", "label": "Standard and Extended Product Warranty Accrual, Increase (Decrease) for Preexisting Warranties", "terseLabel": "Changes in liability for pre-existing warranties during the period, including expirations" } } }, "localname": "ProductWarrantyAccrualPreexistingIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesWarrantyScheduleDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductWarrantyAccrualWarrantiesIssued": { "auth_ref": [ "r311" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in the standard and extended product warranty accrual from warranties issued.", "label": "Standard and Extended Product Warranty Accrual, Increase for Warranties Issued", "terseLabel": "Warranties provided during the period" } } }, "localname": "ProductWarrantyAccrualWarrantiesIssued", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesWarrantyScheduleDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProductWarrantyLiabilityLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Product Warranty Liability [Line Items]", "terseLabel": "Product Warranty Liability [Line Items]" } } }, "localname": "ProductWarrantyLiabilityLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesWarrantyScheduleDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ProductWarrantyLiabilityTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about product warranty liability, including, but not limited to, reductions in the liability for payments made under the warranty, changes in the liability for accruals related to product warranties issued, and changes in the liability for accruals related to preexisting warranties.", "label": "Product Warranty Liability [Table]", "terseLabel": "Product Warranty Liability [Table]" } } }, "localname": "ProductWarrantyLiabilityTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesWarrantyScheduleDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r65", "r274" ], "lang": { "en-US": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Property, Plant and Equipment, Type [Axis]", "terseLabel": "Property, Plant and Equipment, Type [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPropertyAndEquipmentDetails", "http://www.invacare.com/role/PropertyAndEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "auth_ref": [ "r279" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.", "label": "Property, Plant and Equipment Disclosure [Text Block]", "terseLabel": "Property And Equipment" } } }, "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/PropertyAndEquipment" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r64", "r272" ], "calculation": { "http://www.invacare.com/role/PropertyAndEquipmentDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Property and equipment, gross" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/PropertyAndEquipmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPropertyAndEquipmentDetails", "http://www.invacare.com/role/PropertyAndEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r36", "r37", "r274", "r601" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.invacare.com/role/PropertyAndEquipmentDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.invacare.com/role/SubsequentEventsDetails": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Property and Equipment, net", "totalLabel": "Property and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/PropertyAndEquipmentDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r63", "r151", "r274" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, basis of assets, depreciation and depletion methods used, including composite deprecation, estimated useful lives, capitalization policy, accounting treatment for costs incurred for repairs and maintenance, capitalized interest and the method it is calculated, disposals and impairments.", "label": "Property, Plant and Equipment, Policy [Policy Text Block]", "terseLabel": "Property and Equipment" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r36", "r274" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Property, Plant and Equipment" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/PropertyAndEquipmentTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r36", "r272" ], "lang": { "en-US": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Property, Plant and Equipment, Type [Domain]", "terseLabel": "Property, Plant and Equipment, Type [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPropertyAndEquipmentDetails", "http://www.invacare.com/role/PropertyAndEquipmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "terseLabel": "Property, plant and equipment, useful life" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPropertyAndEquipmentDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ProvisionForDoubtfulAccounts": { "auth_ref": [ "r127", "r339" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of expense related to write-down of receivables to the amount expected to be collected. Includes, but is not limited to, accounts receivable and notes receivable.", "label": "Provision for Doubtful Accounts", "verboseLabel": "Provision for losses on trade and installment receivables" } } }, "localname": "ProvisionForDoubtfulAccounts", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProvisionForLoanLeaseAndOtherLosses": { "auth_ref": [ "r144", "r223", "r587" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of expense related loan transactions, lease transactions, credit loss from transactions other than loan and lease transactions, and other loss based on assessment of uncollectability from the counterparty to reduce the account to their net realizable value.", "label": "Provision for Loan, Lease, and Other Losses", "terseLabel": "Current period provision" } } }, "localname": "ProvisionForLoanLeaseAndOtherLosses", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesRollforwardOfAllowanceForDoubtfulAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_QuarterlyFinancialInformationDisclosureAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Quarterly Financial Information Disclosure [Abstract]" } } }, "localname": "QuarterlyFinancialInformationDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_QuarterlyFinancialInformationTextBlock": { "auth_ref": [ "r183" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for quarterly financial data. Includes, but is not limited to, tabular presentation of financial information for fiscal quarters, effect of year-end adjustments, and an explanation of matters or transactions that affect comparability of the information.", "label": "Quarterly Financial Information [Text Block]", "terseLabel": "Interim Financial Information" } } }, "localname": "QuarterlyFinancialInformationTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/InterimFinancialInformation" ], "xbrltype": "textBlockItemType" }, "us-gaap_ReceivablesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Receivables [Abstract]" } } }, "localname": "ReceivablesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_ReceivablesFairValueDisclosure": { "auth_ref": [ "r54", "r91", "r579", "r600" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Fair value portion of receivables, including, but not limited to, trade account receivables, note receivables, and loan receivables.", "label": "Receivables, Fair Value Disclosure", "terseLabel": "Installment receivables, net of reserves" } } }, "localname": "ReceivablesFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReclassificationAdjustmentOutOfAccumulatedOtherComprehensiveIncomeOnDerivativesLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]", "terseLabel": "Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]" } } }, "localname": "ReclassificationAdjustmentOutOfAccumulatedOtherComprehensiveIncomeOnDerivativesLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax": { "auth_ref": [ "r105", "r108", "r115" ], "calculation": { "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails": { "order": 2.0, "parentTag": "us-gaap_OtherComprehensiveIncomeLossNetOfTax", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount after tax of reclassification adjustments of other comprehensive income (loss).", "label": "Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax", "negatedTerseLabel": "Amount reclassified from accumulated OCI" } } }, "localname": "ReclassificationFromAccumulatedOtherComprehensiveIncomeCurrentPeriodNetOfTax", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReclassificationOutOfAccumulatedOtherComprehensiveIncomeAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by item reclassified out of accumulated other comprehensive income (loss).", "label": "Reclassification out of Accumulated Other Comprehensive Income [Axis]", "terseLabel": "Reclassification out of Accumulated Other Comprehensive Income [Axis]" } } }, "localname": "ReclassificationOutOfAccumulatedOtherComprehensiveIncomeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ReclassificationOutOfAccumulatedOtherComprehensiveIncomeDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Item reclassified out of accumulated other comprehensive income (loss).", "label": "Reclassification out of Accumulated Other Comprehensive Income [Domain]", "terseLabel": "Reclassification out of Accumulated Other Comprehensive Income [Domain]" } } }, "localname": "ReclassificationOutOfAccumulatedOtherComprehensiveIncomeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Identifies item reclassified out of accumulated other comprehensive income (loss).", "label": "Reclassification out of Accumulated Other Comprehensive Income [Member]", "terseLabel": "Reclassification out of Accumulated Other Comprehensive Income" } } }, "localname": "ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ReclassificationOutOfAccumulatedOtherComprehensiveIncomeTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about items reclassified out of accumulated other comprehensive income (loss).", "label": "Reclassification out of Accumulated Other Comprehensive Income [Table]", "terseLabel": "Reclassification out of Accumulated Other Comprehensive Income [Table]" } } }, "localname": "ReclassificationOutOfAccumulatedOtherComprehensiveIncomeTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_Reclassifications": { "auth_ref": [ "r19" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for classifying current financial statements, which may be different from classifications in the prior year's financial statements. Disclose any material changes in classification including an explanation of the reason for the change and the areas impacted.", "label": "Reclassifications [Text Block]", "terseLabel": "Reclassifications" } } }, "localname": "Reclassifications", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]", "terseLabel": "Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]" } } }, "localname": "ReconciliationOfUnrecognizedTaxBenefitsExcludingAmountsPertainingToExaminedTaxReturnsRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUnrecognizedTaxLiabilityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RepaymentsOfLongTermDebt": { "auth_ref": [ "r139" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer.", "label": "Repayments of Long-term Debt", "negatedLabel": "Repurchases of convertible debt and capital lease payments" } } }, "localname": "RepaymentsOfLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpense": { "auth_ref": [ "r418", "r613" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.", "label": "Research and Development Expense", "terseLabel": "Research and development expense" } } }, "localname": "ResearchAndDevelopmentExpense", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ResearchAndDevelopmentExpensePolicy": { "auth_ref": [ "r151", "r418" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process.", "label": "Research and Development Expense, Policy [Policy Text Block]", "terseLabel": "Research and Development" } } }, "localname": "ResearchAndDevelopmentExpensePolicy", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestrictedStockMember": { "auth_ref": [ "r176" ], "lang": { "en-US": { "role": { "documentation": "Stock including a provision that prohibits sale or substantive sale of an equity instrument for a specified period of time or until specified performance conditions are met.", "label": "Restricted Stock [Member]", "verboseLabel": "Restricted stock and restricted stock units" } } }, "localname": "RestrictedStockMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RestructuringAndRelatedActivitiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Restructuring and Related Activities [Abstract]" } } }, "localname": "RestructuringAndRelatedActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_RestructuringAndRelatedActivitiesDisclosureTextBlock": { "auth_ref": [ "r291" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.", "label": "Restructuring and Related Activities Disclosure [Text Block]", "terseLabel": "Charges Related To Restructuring Activities" } } }, "localname": "RestructuringAndRelatedActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ChargesRelatedToRestructuringActivities" ], "xbrltype": "textBlockItemType" }, "us-gaap_RestructuringCharges": { "auth_ref": [ "r145", "r280", "r285", "r289" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.", "label": "Restructuring Charges", "negatedTerseLabel": "Charges", "terseLabel": "Charges" } } }, "localname": "RestructuringCharges", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringCostAndReserveAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by type of restructuring cost.", "label": "Restructuring Type [Axis]", "terseLabel": "Restructuring Cost and Reserve [Axis]" } } }, "localname": "RestructuringCostAndReserveAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringCostAndReserveLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Restructuring Cost and Reserve [Line Items]", "terseLabel": "Restructuring Cost and Reserve [Line Items]" } } }, "localname": "RestructuringCostAndReserveLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RestructuringReserve": { "auth_ref": [ "r281", "r286" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying amount (including both current and noncurrent portions of the accrual) as of the balance sheet date pertaining to a specified type of cost associated with exit from or disposal of business activities or restructuring pursuant to a duly authorized plan.", "label": "Restructuring Reserve", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance" } } }, "localname": "RestructuringReserve", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestructuringReserveRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Restructuring Reserve [Roll Forward]", "terseLabel": "Restructuring Reserve [Roll Forward]" } } }, "localname": "RestructuringReserveRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r50", "r335", "r598" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Retained earnings" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Retained Earnings" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_RetirementPlanSponsorLocationAxis": { "auth_ref": [ "r363", "r365" ], "lang": { "en-US": { "role": { "documentation": "Information by location of employer sponsoring plan designed to provide retirement benefits. Includes, but is not limited to, defined benefit and defined contribution plans.", "label": "Retirement Plan Sponsor Location [Axis]", "terseLabel": "Retirement Plan Sponsor Location [Axis]" } } }, "localname": "RetirementPlanSponsorLocationAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RetirementPlanSponsorLocationDomain": { "auth_ref": [ "r363", "r365" ], "lang": { "en-US": { "role": { "documentation": "Location of employer sponsoring plan designed to provide retirement benefits. Includes, but is not limited to, defined benefit and defined contribution plans.", "label": "Retirement Plan Sponsor Location [Domain]", "terseLabel": "Retirement Plan Sponsor Location [Domain]" } } }, "localname": "RetirementPlanSponsorLocationDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RetirementPlanTypeAxis": { "auth_ref": [ "r345", "r346", "r362", "r363", "r372" ], "lang": { "en-US": { "role": { "documentation": "Information by type of retirement benefit plan. Includes, but is not limited to, retirement benefit arrangement for defined benefit pension and other postretirement plans, retirement benefit arrangement for defined contribution pension and other postretirement plans, and special and contractual termination benefits payable upon retirement.", "label": "Retirement Plan Type [Axis]", "terseLabel": "Retirement Plan Type [Axis]" } } }, "localname": "RetirementPlanTypeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RetirementPlanTypeDomain": { "auth_ref": [ "r345", "r346", "r362", "r363", "r372" ], "lang": { "en-US": { "role": { "documentation": "Type of plan designed to provide participants with retirement benefits. Includes, but is not limited to, retirement benefit arrangement for defined benefit pension and other postretirement plans, retirement benefit arrangement for defined contribution pension and other postretirement plans, and special and contractual termination benefits payable upon retirement.", "label": "Retirement Plan Type [Domain]", "terseLabel": "Retirement Plan Type [Domain]" } } }, "localname": "RetirementPlanTypeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueRecognitionAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Revenue Recognition [Abstract]" } } }, "localname": "RevenueRecognitionAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_RevenueRecognitionMultipleDeliverableArrangementsLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Revenue Recognition, Multiple-deliverable Arrangements [Line Items]", "terseLabel": "Revenue Recognition, Multiple-deliverable Arrangements [Line Items]" } } }, "localname": "RevenueRecognitionMultipleDeliverableArrangementsLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RevenuesDetails", "http://www.invacare.com/role/RevenuesTables" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRecognitionMultipleDeliverableArrangementsTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Summarization of information required and determined to be disclosed concerning the recognition of revenue arrangements under which the entity does or will perform multiple revenue-generating activities, categorized by type of arrangement, including certain revenue arrangements that include software elements. This item does not include multiple-deliverable arrangements for industries that prepare disclosures under specific requirements (for instance, construction-type and production-type contracts) otherwise provided for in the taxonomy.", "label": "Revenue Recognition, Multiple-deliverable Arrangements [Table]", "terseLabel": "Revenue Recognition, Multiple-deliverable Arrangements [Table]" } } }, "localname": "RevenueRecognitionMultipleDeliverableArrangementsTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RevenuesDetails", "http://www.invacare.com/role/RevenuesTables" ], "xbrltype": "stringItemType" }, "us-gaap_RevenueRecognitionMultipleDeliverableArrangementsTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the recognition of revenue arrangements under which the entity does or will perform multiple revenue-generating activities, categorized by type of arrangement. This item includes certain revenue arrangements that include software elements. This item does not include multiple-deliverable arrangements for industries that prepare disclosures under specific requirements (for instance, construction-type and production-type contracts) otherwise provided for in the taxonomy.", "label": "Revenue Recognition, Multiple-deliverable Arrangements [Table Text Block]", "terseLabel": "Revenue Recognition, Multiple-deliverable Arrangements [Table Text Block]" } } }, "localname": "RevenueRecognitionMultipleDeliverableArrangementsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RevenuesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueRecognitionPolicyTextBlock": { "auth_ref": [ "r150", "r151", "r152" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction.", "label": "Revenue Recognition, Policy [Policy Text Block]", "terseLabel": "Revenue Recognition" } } }, "localname": "RevenueRecognitionPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_Revenues": { "auth_ref": [ "r122", "r205", "r206", "r213" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 1.0, "parentTag": "us-gaap_GrossProfit", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).", "label": "Revenues", "terseLabel": "Revenues" } } }, "localname": "Revenues", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails", "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails", "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/InterimFinancialInformationDetails", "http://www.invacare.com/role/RevenuesDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevolvingCreditFacilityMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount.", "label": "Revolving Credit Facility [Member]", "terseLabel": "Revolving Credit Facility" } } }, "localname": "RevolvingCreditFacilityMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtDebtDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForFinanceLeaseLiability": { "auth_ref": [ "r555", "r559" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for finance lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Finance Lease Liability", "terseLabel": "Right-of-Use Asset Obtained in Exchange for Finance Lease Liability" } } }, "localname": "RightOfUseAssetObtainedInExchangeForFinanceLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsScheduleOfCashFlowsSupplementalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability": { "auth_ref": [ "r555", "r559" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for operating lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability", "terseLabel": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability" } } }, "localname": "RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsScheduleOfCashFlowsSupplementalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RisksAndUncertaintiesAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Risks and Uncertainties [Abstract]" } } }, "localname": "RisksAndUncertaintiesAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_SaleLeasebackTransactionAnnualRentalPayments": { "auth_ref": [ "r535", "r542" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The yearly payments due under the lease entered into in connection with the transaction involving the sale of property to another party and the lease of the property back to the seller.", "label": "Sale Leaseback Transaction, Annual Rental Payments", "terseLabel": "Sale Leaseback Transaction, Annual Rental Payments" } } }, "localname": "SaleLeasebackTransactionAnnualRentalPayments", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsSaleLeasebackTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleLeasebackTransactionCurrentPeriodGainRecognized": { "auth_ref": [ "r541" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The portion of the deferred gain that was recognized in the current period.", "label": "Sale Leaseback Transaction, Current Period Gain Recognized", "terseLabel": "Sale Leaseback Transaction, Current Period Gain Recognized" } } }, "localname": "SaleLeasebackTransactionCurrentPeriodGainRecognized", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleLeasebackTransactionDeferredGainGross": { "auth_ref": [ "r540" ], "calculation": { "http://www.invacare.com/role/OtherLongTermObligationsDetails": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesOtherThanLongtermDebtNoncurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The amount of the gain recorded in connection with the transaction involving the sale of property to another party and the lease of the property back to the seller to be recognized in future periods.", "label": "Sale Leaseback Transaction, Deferred Gain, Gross", "terseLabel": "Deferred gain on sale leaseback" } } }, "localname": "SaleLeasebackTransactionDeferredGainGross", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsSaleLeasebackTransactionsDetails", "http://www.invacare.com/role/OtherLongTermObligationsDetails", "http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleLeasebackTransactionDescriptionAxis": { "auth_ref": [ "r542", "r562" ], "lang": { "en-US": { "role": { "documentation": "Information pertinent to a sale and leaseback transaction, by transaction.", "label": "Sale Leaseback Transaction, Description [Axis]", "terseLabel": "Sale Leaseback Transaction, Description [Axis]" } } }, "localname": "SaleLeasebackTransactionDescriptionAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsSaleLeasebackTransactionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SaleLeasebackTransactionLeaseTerms": { "auth_ref": [ "r542", "r561" ], "lang": { "en-US": { "role": { "documentation": "A description of the terms of the lease(s) related to the assets being leased-back in connection with the transaction involving the sale of property to another party and the lease of the property back to the seller.", "label": "Sale Leaseback Transaction, Lease Terms", "terseLabel": "Sale Leaseback Transaction, Lease Terms" } } }, "localname": "SaleLeasebackTransactionLeaseTerms", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsSaleLeasebackTransactionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SaleLeasebackTransactionLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Sale Leaseback Transaction [Line Items]", "terseLabel": "Sale Leaseback Transaction [Line Items]" } } }, "localname": "SaleLeasebackTransactionLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsSaleLeasebackTransactionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SaleLeasebackTransactionNameDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "The name of the significant provisions of the transaction involving the sale of property to another party and the lease of the property back to the seller.", "label": "Sale Leaseback Transaction, Name [Domain]", "terseLabel": "Sale Leaseback Transaction, Name [Domain]" } } }, "localname": "SaleLeasebackTransactionNameDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsSaleLeasebackTransactionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SaleLeasebackTransactionNetProceedsInvestingActivities": { "auth_ref": [ "r543", "r544", "r545" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of cash inflow after closing and debt issuance costs received by a seller-lessee in a sale-leaseback recognized in investing activities.", "label": "Sale Leaseback Transaction, Net Proceeds, Investing Activities", "terseLabel": "Sale Leaseback Transaction, Net Proceeds, Investing Activities" } } }, "localname": "SaleLeasebackTransactionNetProceedsInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsSaleLeasebackTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleLeasebackTransactionTable": { "auth_ref": [ "r535", "r542", "r562" ], "lang": { "en-US": { "role": { "documentation": "A summary of the elements of a transaction involving the entity's sale of property to another party and the lease of the property back to the entity.", "label": "Sale Leaseback Transaction [Table]", "terseLabel": "Sale Leaseback Transaction [Table]" } } }, "localname": "SaleLeasebackTransactionTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsSaleLeasebackTransactionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SalesMember": { "auth_ref": [ "r499" ], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing revenue from sale of goods and services rendered in the normal course of business.", "label": "Sales [Member]", "terseLabel": "Net sales" } } }, "localname": "SalesMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SalesRevenueNetMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Revenue from sale of goods and services rendered, in the normal course of business, after sales returns and allowances, and sales discounts, when it serves as a benchmark in a concentration of risk calculation.", "label": "Sales Revenue, Net [Member]", "terseLabel": "Net Sales" } } }, "localname": "SalesRevenueNetMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails", "http://www.invacare.com/role/ConcentrationOfCreditRiskDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ScheduleOfAccountsNotesLoansAndFinancingReceivableTable": { "auth_ref": [ "r85" ], "lang": { "en-US": { "role": { "documentation": "Schedule itemizing specific types of trade accounts and notes receivable, and for each the gross carrying value, allowance, and net carrying value as of the balance sheet date. Presentation is categorized by current, noncurrent and unclassified receivables.", "label": "Schedule of Accounts, Notes, Loans and Financing Receivable [Table]", "terseLabel": "Schedule of Accounts, Notes, Loans and Financing Receivable [Table]" } } }, "localname": "ScheduleOfAccountsNotesLoansAndFinancingReceivableTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock": { "auth_ref": [ "r85" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the various types of trade accounts and notes receivable and for each the gross carrying value, allowance, and net carrying value as of the balance sheet date. Presentation is categorized by current, noncurrent and unclassified receivables.", "label": "Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]", "terseLabel": "Schedule of Installment Receivables" } } }, "localname": "ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAccruedLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the components of accrued liabilities.", "label": "Schedule of Accrued Liabilities [Table Text Block]", "terseLabel": "Accrued Expenses" } } }, "localname": "ScheduleOfAccruedLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock": { "auth_ref": [ "r105" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the components of accumulated other comprehensive income (loss).", "label": "Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]", "terseLabel": "Schedule of Accumulated Other Comprehensive Income (Loss)" } } }, "localname": "ScheduleOfAccumulatedOtherComprehensiveIncomeLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAmountsRecognizedInOtherComprehensiveIncomeLossTableTextBlock": { "auth_ref": [ "r358" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the net gain (loss) and net prior service cost or credit recognized in other comprehensive income (loss) for the period for pension plans and/or other employee benefit plans, and reclassification adjustments of other comprehensive income (loss) for the period, as those amounts, including amortization of the net transition asset or obligation, are recognized as components of net periodic benefit cost.", "label": "Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block]", "terseLabel": "Schedule of Amounts Recognized in Other Comprehensive Income (Loss)" } } }, "localname": "ScheduleOfAmountsRecognizedInOtherComprehensiveIncomeLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable": { "auth_ref": [ "r176" ], "lang": { "en-US": { "role": { "documentation": "Schedule for securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by Antidilutive Securities.", "label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]", "terseLabel": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/NetEarningsLossPerCommonShareNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfCapitalUnitsTextBlock": { "auth_ref": [ "r611" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of an entity's capital units or capital shares, including the value of capital units or capital shares, units authorized, units outstanding and other information necessary to a fair presentation.", "label": "Schedule of Capital Units [Table Text Block]", "terseLabel": "Schedule of Capital Stock" } } }, "localname": "ScheduleOfCapitalUnitsTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of supplemental cash flow information for the periods presented.", "label": "Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]", "terseLabel": "Schedule of Cash Flow, Supplemental Disclosures" } } }, "localname": "ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfCompensationCostForShareBasedPaymentArrangementsAllocationOfShareBasedCompensationCostsByPlanTableTextBlock": { "auth_ref": [ "r408" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the amount of total share-based compensation cost, including the amounts attributable to each share-based compensation plan and any related tax benefits.", "label": "Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block]", "terseLabel": "Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan" } } }, "localname": "ScheduleOfCompensationCostForShareBasedPaymentArrangementsAllocationOfShareBasedCompensationCostsByPlanTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r453" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Schedule of Components of Income Tax Expense (Benefit)" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtInstrumentsTextBlock": { "auth_ref": [ "r76", "r155", "r328", "r332", "r333", "r334", "r531", "r532", "r534", "r591" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.", "label": "Schedule of Long-term Debt Instruments [Table Text Block]", "terseLabel": "Schedule of Long-term Debt Instruments" } } }, "localname": "ScheduleOfDebtInstrumentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r445" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Schedule of Deferred Tax Assets and Liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDefinedBenefitPlansDisclosuresTable": { "auth_ref": [ "r362", "r363", "r364", "r365", "r368" ], "lang": { "en-US": { "role": { "documentation": "Disclosures about an individual defined benefit pension plan or an other postretirement defined benefit plan. It may be appropriate to group certain similar plans. Also includes schedule for fair value of plan assets by major categories of plan assets by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets or liabilities (Level 1), Significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Defined Benefit Plans Disclosures [Table]", "terseLabel": "Schedule of Defined Benefit Plans Disclosures [Table]" } } }, "localname": "ScheduleOfDefinedBenefitPlansDisclosuresTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfDerivativeInstrumentsEffectOnOtherComprehensiveIncomeLossTableTextBlock": { "auth_ref": [ "r492" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the effective portion of the gains and losses on derivative instruments designated (and non-derivative instruments) designated and qualifying in cash flow hedges and net investment hedges that was recognized in other comprehensive income (loss) during the current period.", "label": "Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) [Table Text Block]", "terseLabel": "Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss)" } } }, "localname": "ScheduleOfDerivativeInstrumentsEffectOnOtherComprehensiveIncomeLossTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock": { "auth_ref": [ "r490" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the location and fair value amounts of derivative instruments (and nonderivative instruments that are designated and qualify as hedging instruments) reported in the statement of financial position.", "label": "Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]", "terseLabel": "Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location" } } }, "localname": "ScheduleOfDerivativeInstrumentsInStatementOfFinancialPositionFairValueTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r177" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Schedule of Earnings (Loss) Per Share, Basic and Diluted" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/NetEarningsPerCommonShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r429" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Schedule of Effective Income Tax Rate Reconciliation" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable": { "auth_ref": [ "r376", "r408", "r414" ], "lang": { "en-US": { "role": { "documentation": "Schedule that sets forth the allocation of equity-based compensation costs to a given line item on the balance sheet and income statement for the period. This may include the reporting line for the costs and the amount capitalized and expensed.", "label": "Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table]", "terseLabel": "Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table]" } } }, "localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationShareBasedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTable": { "auth_ref": [ "r215" ], "lang": { "en-US": { "role": { "documentation": "Tabular presentation of the description and amount of revenues from a product or service, or a group of similar products or similar services, reported from external customers during the period, if the information is not provided as part of the reportable operating segment information.", "label": "Revenue from External Customers by Products and Services [Table]", "terseLabel": "Revenue from External Customers by Products and Services [Table]" } } }, "localname": "ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock": { "auth_ref": [ "r215" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of entity-wide revenues from external customers for each product or service or each group of similar products or services if the information is not provided as part of the reportable operating segment information.", "label": "Revenue from External Customers by Products and Services [Table Text Block]", "terseLabel": "Revenue from External Customers by Products and Services" } } }, "localname": "ScheduleOfEntityWideInformationRevenueFromExternalCustomersByProductsAndServicesTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock": { "auth_ref": [ "r510" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]", "terseLabel": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis" } } }, "localname": "ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFairValueHedgingInstrumentsStatementsOfFinancialPerformanceAndFinancialPositionLocationTableTextBlock": { "auth_ref": [ "r491" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure for fair value hedging instruments of (a) the location and amount of gains and losses reported in the statement of financial performance and (b) the location and fair value amounts of the instruments reported in the statement of financial position.", "label": "Schedule of Fair Value Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block]", "terseLabel": "Schedule of Fair Value Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block]" } } }, "localname": "ScheduleOfFairValueHedgingInstrumentsStatementsOfFinancialPerformanceAndFinancialPositionLocationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFinancingReceivablesPastDueTable": { "auth_ref": [ "r235", "r236" ], "lang": { "en-US": { "role": { "documentation": "Schedule detailing the recorded investment in financing receivables that are past due but not impaired and financing receivables that are 90 days past due and still accruing. The schedule also includes financing receivables on nonaccrual status.", "label": "Schedule of Financing Receivables Past Due [Table]", "terseLabel": "Schedule of Financing Receivables Past Due [Table]" } } }, "localname": "ScheduleOfFinancingReceivablesPastDueTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r257", "r262" ], "lang": { "en-US": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Schedule of Finite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Finite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesNarrativeDetails", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock": { "auth_ref": [ "r257", "r262" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.", "label": "Schedule of Finite-Lived Intangible Assets [Table Text Block]", "terseLabel": "Schedule of Finite Lived Intangible Assets" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFutureMinimumLeasePaymentsForCapitalLeasesTableTextBlock": { "auth_ref": [ "r539" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of future minimum lease payments as of the date of the latest balance sheet presented, in aggregate and for each of the five years succeeding fiscal years, with separate deductions from the total for the amount representing executor costs, including any profit thereon, included in the minimum lease payments and for the amount of the imputed interest necessary to reduce the net minimum lease payments to present value.", "label": "Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]", "terseLabel": "Schedule of Future Minimum Lease Payments for Capital Leases" } } }, "localname": "ScheduleOfFutureMinimumLeasePaymentsForCapitalLeasesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock": { "auth_ref": [ "r538" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of future minimum payments required in the aggregate and for each of the five succeeding fiscal years for operating leases having initial or remaining noncancelable lease terms in excess of one year and the total minimum rentals to be received in the future under noncancelable subleases as of the balance sheet date.", "label": "Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]", "terseLabel": "Schedule of Future Minimum Rental Payments for Operating Leases" } } }, "localname": "ScheduleOfFutureMinimumRentalPaymentsForOperatingLeasesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfGoodwillTable": { "auth_ref": [ "r252", "r253" ], "lang": { "en-US": { "role": { "documentation": "Schedule of goodwill and the changes during the year due to acquisition, sale, impairment or for other reasons.", "label": "Schedule of Goodwill [Table]", "terseLabel": "Schedule of Goodwill [Table]" } } }, "localname": "ScheduleOfGoodwillTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/GoodwillDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfGoodwillTextBlock": { "auth_ref": [ "r252", "r253" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.", "label": "Schedule of Goodwill [Table Text Block]", "terseLabel": "Schedule of Goodwill" } } }, "localname": "ScheduleOfGoodwillTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/GoodwillTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock": { "auth_ref": [ "r157" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of income before income tax between domestic and foreign jurisdictions.", "label": "Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]", "terseLabel": "Schedule of Income before Income Tax, Domestic and Foreign" } } }, "localname": "ScheduleOfIncomeBeforeIncomeTaxDomesticAndForeignTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfIndefiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r266", "r269" ], "lang": { "en-US": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance and exist in perpetuity.", "label": "Schedule of Indefinite-Lived Intangible Assets [Table]", "terseLabel": "Schedule of Indefinite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfIndefiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesGoodwillAndOtherIntangiblesDetails", "http://www.invacare.com/role/IntangiblesScheduleOfIndefiniteLivedAssetsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfIndefiniteLivedIntangibleAssetsTableTextBlock": { "auth_ref": [ "r266", "r269" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance and exist in perpetuity, by either major class or business segment.", "label": "Schedule of Indefinite-Lived Intangible Assets [Table Text Block]", "terseLabel": "Schedule of Indefinite-Lived Intangible Assets" } } }, "localname": "ScheduleOfIndefiniteLivedIntangibleAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IntangiblesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfInventoryCurrentTableTextBlock": { "auth_ref": [ "r34", "r58", "r59", "r60" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process.", "label": "Schedule of Inventory, Current [Table Text Block]", "terseLabel": "Inventories" } } }, "localname": "ScheduleOfInventoryCurrentTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/InventoriesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfNotionalAmountsOfOutstandingDerivativePositionsTableTextBlock": { "auth_ref": [ "r478" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the notional amounts of outstanding derivative positions.", "label": "Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block]", "terseLabel": "Schedule of Notional Amounts of Outstanding Derivative Positions" } } }, "localname": "ScheduleOfNotionalAmountsOfOutstandingDerivativePositionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfOperatingLeasedAssetsTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule of long-lived, depreciable assets that are subject to a operating lease agreements and are used in the normal conduct of business to produce goods and services. Examples may include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Schedule of Operating Leased Assets [Table]", "terseLabel": "Schedule of Operating Leased Assets [Table]" } } }, "localname": "ScheduleOfOperatingLeasedAssetsTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfOtherAssetsNoncurrentTextBlock": { "auth_ref": [ "r66" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of noncurrent assets.", "label": "Schedule of Other Assets, Noncurrent [Table Text Block]", "terseLabel": "Schedule of Other Assets, Noncurrent" } } }, "localname": "ScheduleOfOtherAssetsNoncurrentTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherLongTermAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfOtherCurrentAssetsTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the carrying amounts of other current assets.", "label": "Schedule of Other Current Assets [Table Text Block]", "terseLabel": "Schedule of Other Current Assets" } } }, "localname": "ScheduleOfOtherCurrentAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherCurrentAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfOtherDerivativesNotDesignatedAsHedgingInstrumentsStatementsOfFinancialPerformanceAndFinancialPositionLocationTableTextBlock": { "auth_ref": [ "r495", "r497" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of derivative instrument not designated or qualifying as hedging instrument.", "label": "Derivatives Not Designated as Hedging Instruments [Table Text Block]", "terseLabel": "Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location" } } }, "localname": "ScheduleOfOtherDerivativesNotDesignatedAsHedgingInstrumentsStatementsOfFinancialPerformanceAndFinancialPositionLocationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfProductWarrantyLiabilityTableTextBlock": { "auth_ref": [ "r314" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the changes in the guarantor's aggregate product warranty liability, including the beginning balance of the aggregate product warranty liability, the aggregate reductions in that liability for payments made (in cash or in kind) under the warranty, the aggregate changes in the liability for accruals related to product warranties issued during the reporting period, the aggregate changes in the liability for accruals related to preexisting warranties (including adjustments related to changes in estimates), and the ending balance of the aggregate product warranty liability.", "label": "Schedule of Product Warranty Liability [Table Text Block]", "terseLabel": "Accrued Warranty Costs" } } }, "localname": "ScheduleOfProductWarrantyLiabilityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccruedExpensesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r65", "r274" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPropertyAndEquipmentDetails", "http://www.invacare.com/role/PropertyAndEquipmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfQuarterlyFinancialInformationTableTextBlock": { "auth_ref": [ "r182" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of quarterly financial data. Includes, but is not limited to, financial information for fiscal quarters, cumulative effect of a change in accounting principle and earnings per share data.", "label": "Quarterly Financial Information [Table Text Block]", "terseLabel": "Schedule of Quarterly Financial Information" } } }, "localname": "ScheduleOfQuarterlyFinancialInformationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/InterimFinancialInformationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRestructuringAndRelatedCostsTable": { "auth_ref": [ "r283", "r284", "r287" ], "lang": { "en-US": { "role": { "documentation": "Table presenting the description of the restructuring costs, such as the expected cost; the costs incurred during the period; the cumulative costs incurred as of the balance sheet date; the income statement caption within which the restructuring charges recognized for the period are included; and the amount of and periodic changes to an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost by type of restructuring.", "label": "Schedule of Restructuring and Related Costs [Table]", "terseLabel": "Schedule of Restructuring and Related Costs [Table]" } } }, "localname": "ScheduleOfRestructuringAndRelatedCostsTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRestructuringReserveByTypeOfCostTextBlock": { "auth_ref": [ "r281", "r288" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of an entity's restructuring reserve that occurred during the period associated with the exit from or disposal of business activities or restructurings for each major type of cost. This element may also include a description of any reversal and other adjustment made during the period to the amount of an accrued liability for restructuring activities. This element may be used to encapsulate the roll forward presentations of an entity's restructuring reserve by type of cost and in total, and explanation of changes that occurred in the period.", "label": "Schedule of Restructuring Reserve by Type of Cost [Table Text Block]", "terseLabel": "Schedule of Restructuring and Related Costs" } } }, "localname": "ScheduleOfRestructuringReserveByTypeOfCostTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTable": { "auth_ref": [ "r204", "r210", "r211", "r212", "r252" ], "lang": { "en-US": { "role": { "documentation": "A table disclosing the profit or loss and total assets for each reportable segment of the entity. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table]", "terseLabel": "Schedule of Segment Reporting Information, by Segment [Table]" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfSegmentReportingInformationBySegmentTextBlock": { "auth_ref": [ "r204", "r210", "r211", "r212", "r252" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.", "label": "Schedule of Segment Reporting Information, by Segment [Table Text Block]", "terseLabel": "Schedule of Segment Reporting Information, by Segment" } } }, "localname": "ScheduleOfSegmentReportingInformationBySegmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r377", "r411" ], "lang": { "en-US": { "role": { "documentation": "Components of an equity-based arrangement under which compensation is awarded to employees, typically comprised of compensation expense; changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan; and cash flow effects resulting from the equity-based payment arrangement. Component disclosures are by type of award and plan name.", "label": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails", "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails", "http://www.invacare.com/role/EquityCompensationUnrecognizedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeTable": { "auth_ref": [ "r411" ], "lang": { "en-US": { "role": { "documentation": "Details comprising a table providing supplementary information on outstanding and exercisable share awards as of the balance sheet date which stratifies outstanding options by ranges of exercise prices.", "label": "Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table]", "terseLabel": "Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeTextBlock": { "auth_ref": [ "r411" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of option exercise prices, by grouped ranges, including the upper and lower limits of the price range, the number of shares under option, weighted average exercise price and remaining contractual option terms.", "label": "Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block]", "terseLabel": "Schedule of Share-based Compensation, Stock Options Outstanding" } } }, "localname": "ScheduleOfShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r383", "r396", "r399" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "Share-based Compensation, Stock Options, Activity [Table Text Block]", "terseLabel": "Schedule of Share-based Compensation, Stock Options, Activity" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r402" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]", "terseLabel": "Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Disclosure of the number and weighted-average grant date fair value for restricted stock and restricted stock units that were outstanding at the beginning and end of the year, and the number of restricted stock and restricted stock units that were granted, vested, or forfeited during the year.", "label": "Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]", "terseLabel": "Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity" } } }, "localname": "ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfStockByClassTable": { "auth_ref": [ "r78", "r154", "r324", "r325", "r326", "r328", "r329", "r330", "r332", "r333", "r334", "r335" ], "lang": { "en-US": { "role": { "documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity.", "label": "Schedule of Stock by Class [Table]", "terseLabel": "Schedule of Stock by Class [Table]" } } }, "localname": "ScheduleOfStockByClassTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfStockholdersEquityTableTextBlock": { "auth_ref": [ "r327" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of changes in the separate accounts comprising stockholders' equity (in addition to retained earnings) and of the changes in the number of shares of equity securities during at least the most recent annual fiscal period and any subsequent interim period presented is required to make the financial statements sufficiently informative if both financial position and results of operations are presented.", "label": "Schedule of Stockholders Equity [Table Text Block]", "terseLabel": "Capital Stock" } } }, "localname": "ScheduleOfStockholdersEquityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStock" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfSubsequentEventsTextBlock": { "auth_ref": [ "r563" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, losses resulting from fire or flood, losses on receivables, significant realized and unrealized gains and losses that result from changes in quoted market prices of securities, declines in market prices of inventory, changes in authorized or issued debt (SEC), significant foreign exchange rate changes, substantial loans to insiders or affiliates, significant long-term investments, and substantial dividends not in the ordinary course of business.", "label": "Schedule of Subsequent Events [Table Text Block]", "terseLabel": "Schedule of Subsequent Events" } } }, "localname": "ScheduleOfSubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/SubsequentEventsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock": { "auth_ref": [ "r410" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the total compensation cost related to nonvested awards not yet recognized and the weighted-average period over which it is expected to be recognized.", "label": "Schedule of Unrecognized Compensation Cost, Nonvested Awards [Table Text Block]", "terseLabel": "Schedule of Unrecognized Compensation Cost, Nonvested Awards" } } }, "localname": "ScheduleOfUnrecognizedCompensationCostNonvestedAwardsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock": { "auth_ref": [ "r439", "r454" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of the change in unrecognized tax benefits.", "label": "Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]", "terseLabel": "Summary of Deferred Tax Liability Not Recognized" } } }, "localname": "ScheduleOfUnrecognizedTaxBenefitsRollForwardTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.", "label": "Segments [Domain]", "terseLabel": "Segments [Domain]" } } }, "localname": "SegmentDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesGoodwillAndOtherIntangiblesDetails", "http://www.invacare.com/role/AccruedExpensesWarrantyScheduleDetails", "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails", "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails", "http://www.invacare.com/role/ContingenciesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/GoodwillDetails", "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails", "http://www.invacare.com/role/IntangiblesScheduleOfIndefiniteLivedAssetsDetails", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails", "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails", "http://www.invacare.com/role/RevenuesDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SegmentReportingAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Segment Reporting [Abstract]" } } }, "localname": "SegmentReportingAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_SegmentReportingDisclosureTextBlock": { "auth_ref": [ "r217" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.", "label": "Segment Reporting Disclosure [Text Block]", "terseLabel": "Business Segments" } } }, "localname": "SegmentReportingDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegments" ], "xbrltype": "textBlockItemType" }, "us-gaap_SegmentReportingInformationLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Segment Reporting Information [Line Items]", "terseLabel": "Segment Reporting Information [Line Items]" } } }, "localname": "SegmentReportingInformationLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SellingGeneralAndAdministrativeExpense": { "auth_ref": [ "r126", "r239" ], "calculation": { "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails": { "order": 3.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperations", "weight": -1.0 }, "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss": { "order": 2.0, "parentTag": "us-gaap_OperatingIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.", "label": "Selling, General and Administrative Expense", "negatedTerseLabel": "Selling, general and administrative expenses", "terseLabel": "Selling, general and administrative expenses" } } }, "localname": "SellingGeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails", "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss" ], "xbrltype": "monetaryItemType" }, "us-gaap_SellingGeneralAndAdministrativeExpensesMember": { "auth_ref": [ "r129" ], "lang": { "en-US": { "role": { "documentation": "Primary financial statement caption encompassing selling, general and administrative expense.", "label": "Selling, General and Administrative Expenses [Member]", "terseLabel": "Selling, general and administrative expense" } } }, "localname": "SellingGeneralAndAdministrativeExpensesMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesNarrativeDetails", "http://www.invacare.com/role/EquityCompensationShareBasedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ServiceMember": { "auth_ref": [ "r342" ], "lang": { "en-US": { "role": { "documentation": "Assistance, including, but not limited to, technology, license and maintenance, license and service, maintenance, oil and gas, and financial service.", "label": "Service [Member]", "terseLabel": "Service [Member]" } } }, "localname": "ServiceMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RevenuesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r144" ], "calculation": { "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method.", "label": "Share-based Compensation", "verboseLabel": "Provision for equity compensation" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardRequisiteServicePeriod1": { "auth_ref": [ "r378" ], "lang": { "en-US": { "role": { "documentation": "Estimated period over which an employee is required to provide service in exchange for the equity-based payment award, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardRequisiteServicePeriod1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": { "auth_ref": [ "r378" ], "lang": { "en-US": { "role": { "documentation": "Period which an employee's right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period", "terseLabel": "Award vesting period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r389" ], "lang": { "en-US": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "negatedTerseLabel": "Canceled (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue": { "auth_ref": [ "r394" ], "lang": { "en-US": { "role": { "documentation": "Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value", "terseLabel": "Canceled - Weighted Average Fair Value (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r392" ], "lang": { "en-US": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period", "terseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r392" ], "lang": { "en-US": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Granted - Weighted Average Fair Value (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r390" ], "lang": { "en-US": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "periodEndLabel": "Stock / Units unvested at end of period (in shares)", "periodStartLabel": "Stock / Units unvested at beginning of period (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue": { "auth_ref": [ "r390" ], "lang": { "en-US": { "role": { "documentation": "The weighted average fair value of nonvested awards on equity-based plans excluding option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, revenue or profit achievement stock award plan) for which the employer is contingently obligated to issue equity instruments or transfer assets to an employee who has not yet satisfied service or performance criteria necessary to gain title to proceeds from the sale of the award or underlying shares or units.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value", "periodEndLabel": "Stock / Units unvested at end of period - Weighted Average Fair Value (in dollars per share)", "periodStartLabel": "Stock / Units unvested at beginning of period - Weighted Average Fair Value (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsPeriodIncreaseDecrease": { "auth_ref": [ "r391" ], "lang": { "en-US": { "role": { "documentation": "The net total number of shares (or other type of equity) under an equity-based award plan, other than a stock option plan, that were granted, vested and forfeited during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Period Increase (Decrease)", "terseLabel": "Decrease of shares available for grant due to award activity" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsPeriodIncreaseDecrease", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": { "auth_ref": [ "r393" ], "lang": { "en-US": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period", "negatedTerseLabel": "Vested (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r393" ], "lang": { "en-US": { "role": { "documentation": "The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Vested - Weighted Average Fair Value (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "auth_ref": [ "r405" ], "lang": { "en-US": { "role": { "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate", "terseLabel": "Expected dividend yield" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate": { "auth_ref": [ "r404" ], "lang": { "en-US": { "role": { "documentation": "The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate", "terseLabel": "Expected stock price volatility" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate": { "auth_ref": [ "r406" ], "lang": { "en-US": { "role": { "documentation": "The risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate", "terseLabel": "Risk free interest rate" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationAssumptionsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails", "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails", "http://www.invacare.com/role/EquityCompensationUnrecognizedCompensationExpenseDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Number of additional shares authorized for issuance under an established share-based compensation plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfAdditionalSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized": { "auth_ref": [ "r380" ], "lang": { "en-US": { "role": { "documentation": "The maximum number of shares (or other type of equity) originally approved (usually by shareholders and board of directors), net of any subsequent amendments and adjustments, for awards under the equity-based compensation plan. As stock or unit options and equity instruments other than options are awarded to participants, the shares or units remain authorized and become reserved for issuance under outstanding awards (not necessarily vested).", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized", "terseLabel": "Number of shares authorized" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber": { "auth_ref": [ "r386" ], "lang": { "en-US": { "role": { "documentation": "The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number", "terseLabel": "Options exercisable at end of period (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice": { "auth_ref": [ "r386" ], "lang": { "en-US": { "role": { "documentation": "The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price", "terseLabel": "Average exercise price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/NetEarningsLossPerCommonShareNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue": { "auth_ref": [ "r398" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of accumulated difference between fair value of underlying shares on dates of exercise and exercise price on options exercised (or share units converted) into shares.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value", "terseLabel": "Intrinsic value of exercises in period" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod": { "auth_ref": [ "r389" ], "lang": { "en-US": { "role": { "documentation": "The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period", "negatedLabel": "Canceled (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresInPeriod", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod": { "auth_ref": [ "r387" ], "lang": { "en-US": { "role": { "documentation": "Net number of share options (or share units) granted during the period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures", "terseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r397" ], "lang": { "en-US": { "role": { "documentation": "The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Weighted-average fair value of options granted" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue": { "auth_ref": [ "r411" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value", "terseLabel": "Intrinsic value of options outstanding" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r385", "r411" ], "lang": { "en-US": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Options outstanding at end of period (in shares)", "periodStartLabel": "Options outstanding at beginning of period (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingRollForward", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r384" ], "lang": { "en-US": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Options outstanding at end of period - Weighted Average Exercise Price (in dollars per share)", "periodStartLabel": "Options outstanding at beginning of period - Weighted Average Exercise Price (in dollars per share)", "terseLabel": "Options Outstanding - Weighted Average Exercise Price (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails", "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r375", "r381" ], "lang": { "en-US": { "role": { "documentation": "Equity-based compensation award.", "label": "Equity Award [Domain]", "terseLabel": "Equity Award [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails", "http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails", "http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails", "http://www.invacare.com/role/EquityCompensationShareBasedCompensationExpenseDetails", "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails", "http://www.invacare.com/role/EquityCompensationUnrecognizedCompensationExpenseDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price", "terseLabel": "Excercised - Weighted Average Exercise Price (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price", "terseLabel": "Canceled - Weighted Average Exercise Price (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsForfeituresInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price", "terseLabel": "Granted - Weighted Average Exercise Price (in dollars per share)" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationPerformanceSharesAwardUnvestedActivityTableTextBlock": { "auth_ref": [ "r382" ], "lang": { "en-US": { "role": { "documentation": "Tabular disclosure of number and weighted-average grant date fair value for nonvested performance shares.", "label": "Share-based Compensation, Performance Shares Award Nonvested Activity [Table Text Block]", "terseLabel": "Share-based Compensation, Performance Shares Award Unvested Activity" } } }, "localname": "ShareBasedCompensationPerformanceSharesAwardUnvestedActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis": { "auth_ref": [ "r401" ], "lang": { "en-US": { "role": { "documentation": "Information by range of option prices pertaining to options granted.", "label": "Exercise Price Range [Axis]", "terseLabel": "Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Axis]" } } }, "localname": "ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeDomain": { "auth_ref": [ "r407" ], "lang": { "en-US": { "role": { "documentation": "Supplementary information on outstanding and exercisable share awards as of the balance sheet date which stratifies outstanding options by ranges of exercise prices.", "label": "Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Domain]", "terseLabel": "Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Domain]" } } }, "localname": "ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]", "terseLabel": "Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]" } } }, "localname": "ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLowerRangeLimit": { "auth_ref": [ "r407" ], "lang": { "en-US": { "role": { "documentation": "The floor of a customized range of exercise prices for purposes of disclosing shares potentially issuable under outstanding stock option awards on all stock option plans and other required information pertaining to awards in the customized range.", "label": "Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit", "terseLabel": "Exercise price range, lower limit (in dollars per shares)" } } }, "localname": "ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLowerRangeLimit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails", "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeNumberOfExercisableOptions": { "auth_ref": [ "r395" ], "lang": { "en-US": { "role": { "documentation": "The number of shares reserved for issuance pertaining to the outstanding exercisable stock options as of the balance sheet date in the customized range of exercise prices for which the market and performance vesting condition has been satisfied.", "label": "Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options", "terseLabel": "Options Exercisable - Number Exercisable at end of period (in shares)" } } }, "localname": "ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeNumberOfExercisableOptions", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeNumberOfOutstandingOptions": { "auth_ref": [ "r385" ], "lang": { "en-US": { "role": { "documentation": "The number of shares reserved for issuance pertaining to the outstanding stock options as of the balance sheet date for all option plans in the customized range of exercise prices.", "label": "Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options", "terseLabel": "Options Outstanding - Number Outstanding at end of period (in shares)" } } }, "localname": "ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeNumberOfOutstandingOptions", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeUpperRangeLimit": { "auth_ref": [ "r407" ], "lang": { "en-US": { "role": { "documentation": "The ceiling of a customized range of exercise prices for purposes of disclosing shares potentially issuable under outstanding stock option awards on all stock option plans and other required information pertaining to awards in the customized range.", "label": "Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit", "terseLabel": "Exercise price range, upper limit (in dollars per shares)" } } }, "localname": "ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeUpperRangeLimit", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails", "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage": { "auth_ref": [ "r378" ], "lang": { "en-US": { "role": { "documentation": "Percentage of vesting of share-based compensation awards.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage", "terseLabel": "Award vesting percentage" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "percentItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod": { "auth_ref": [ "r379" ], "lang": { "en-US": { "role": { "documentation": "Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period", "terseLabel": "Expiration period" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1": { "auth_ref": [ "r403", "r413" ], "lang": { "en-US": { "role": { "documentation": "Expected term of share-based compensation awards, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term", "terseLabel": "Expected life in years" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationAssumptionsDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1": { "auth_ref": [ "r411" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value", "terseLabel": "Intrinsic value of options exercisable" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableIntrinsicValue1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1": { "auth_ref": [ "r411" ], "lang": { "en-US": { "role": { "documentation": "Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term", "terseLabel": "Weighted-average remaining contractual term of options exercisable" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValueAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]", "terseLabel": "Weighted Average Exercise Price" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValueAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r400" ], "lang": { "en-US": { "role": { "documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term", "terseLabel": "Weighted average remaining contractual term of options outstanding" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "durationItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1": { "auth_ref": [ "r382" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Fair value of options vested. Excludes equity instruments other than options, for example, but not limited to, share units, stock appreciation rights, restricted stock.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value", "terseLabel": "Fair value of awards vested in period" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedInPeriodFairValue1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeExercisableOptionsWeightedAverageExercisePrice1": { "auth_ref": [ "r386" ], "lang": { "en-US": { "role": { "documentation": "Weighted average exercise price as of the balance sheet date for those equity-based payment arrangements exercisable and outstanding.", "label": "Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price", "terseLabel": "Options Exercisable - Weighted Average Exercise Price (in dollars per share)" } } }, "localname": "SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeExercisableOptionsWeightedAverageExercisePrice1", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeOutstandingOptionsWeightedAverageRemainingContractualTerm2": { "auth_ref": [ "r400" ], "lang": { "en-US": { "role": { "documentation": "Weighted average remaining contractual term of outstanding stock options, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term", "terseLabel": "Options Outstanding - Weighted Average Remaining Contractual Life" } } }, "localname": "SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeOutstandingOptionsWeightedAverageRemainingContractualTerm2", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShortTermLeaseCost": { "auth_ref": [ "r554", "r559" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of short-term lease cost, excluding expense for lease with term of one month or less.", "label": "Short-term Lease, Cost", "terseLabel": "Short-term Lease, Cost" } } }, "localname": "ShortTermLeaseCost", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LeasesAndCommitmentsLeaseCostsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_StandardProductWarrantyPolicy": { "auth_ref": [ "r151", "r313" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for standard warranties including the methodology for measuring the liability.", "label": "Standard Product Warranty, Policy [Policy Text Block]", "terseLabel": "Accrued Warranty Cost" } } }, "localname": "StandardProductWarrantyPolicy", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_StateAndLocalJurisdictionMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Designated tax department of a state or local government entitled to levy and collect income taxes from the entity.", "label": "State and Local Jurisdiction [Member]", "terseLabel": "State and Local Jurisdiction [Member]" } } }, "localname": "StateAndLocalJurisdictionMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementBusinessSegmentsAxis": { "auth_ref": [ "r5", "r210", "r252", "r276", "r282", "r290", "r607" ], "lang": { "en-US": { "role": { "documentation": "Information by business segments.", "label": "Segments [Axis]", "terseLabel": "Segments [Axis]" } } }, "localname": "StatementBusinessSegmentsAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesGoodwillAndOtherIntangiblesDetails", "http://www.invacare.com/role/AccruedExpensesWarrantyScheduleDetails", "http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails", "http://www.invacare.com/role/BusinessSegmentsNarrativeDetails", "http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails", "http://www.invacare.com/role/ContingenciesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/GoodwillDetails", "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails", "http://www.invacare.com/role/IntangiblesScheduleOfIndefiniteLivedAssetsDetails", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails", "http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails", "http://www.invacare.com/role/RevenuesDetails", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r45", "r46", "r47", "r327" ], "lang": { "en-US": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails", "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity", "http://www.invacare.com/role/DocumentAndEntityInformation", "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r81", "r327" ], "lang": { "en-US": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails", "http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Comprehensive Income [Abstract]" } } }, "localname": "StatementOfIncomeAndComprehensiveIncomeAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Statement of Stockholders' Equity [Abstract]" } } }, "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/ConsolidatedBalanceSheetsParenthetical", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities": { "auth_ref": [ "r80", "r327", "r328", "r335" ], "lang": { "en-US": { "role": { "documentation": "Number of shares issued during the period as a result of the conversion of convertible securities.", "label": "Stock Issued During Period, Shares, Conversion of Convertible Securities", "negatedTerseLabel": "Stock Issued During Period, Shares, Conversion of Convertible Securities" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardForfeited": { "auth_ref": [ "r46", "r47", "r327", "r335" ], "lang": { "en-US": { "role": { "documentation": "Number of shares related to Restricted Stock Award forfeited during the period.", "label": "Stock Issued During Period, Shares, Restricted Stock Award, Forfeited", "terseLabel": "Number of stock awards canceled" } } }, "localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardForfeited", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures": { "auth_ref": [ "r46", "r47", "r327", "r335" ], "lang": { "en-US": { "role": { "documentation": "Number of shares issued during the period related to Restricted Stock Awards, net of any shares forfeited.", "label": "Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures", "terseLabel": "Restricted stock awards" } } }, "localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r46", "r47", "r327", "r335", "r388" ], "lang": { "en-US": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period", "negatedTerseLabel": "Exercise of stock options" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails", "http://www.invacare.com/role/EquityCompensationOptionsActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities": { "auth_ref": [ "r81", "r327", "r335" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The gross value of stock issued during the period upon the conversion of convertible securities.", "label": "Stock Issued During Period, Value, Conversion of Convertible Securities", "negatedTerseLabel": "Conversion from Class B to Common Stock" } } }, "localname": "StockIssuedDuringPeriodValueConversionOfConvertibleSecurities", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardNetOfForfeitures": { "auth_ref": [ "r327", "r335" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Value of stock related to Restricted Stock Awards issued during the period, net of the stock value of such awards forfeited.", "label": "Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures", "terseLabel": "Restricted stock awards" } } }, "localname": "StockIssuedDuringPeriodValueRestrictedStockAwardNetOfForfeitures", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised": { "auth_ref": [ "r81", "r327", "r335" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Value of stock issued as a result of the exercise of stock options.", "label": "Stock Issued During Period, Value, Stock Options Exercised", "negatedTerseLabel": "Exercise of stock options" } } }, "localname": "StockIssuedDuringPeriodValueStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r47", "r51", "r52", "r237" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance", "terseLabel": "Total Shareholders' Equity" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Stockholders' Equity Attributable to Parent [Abstract]", "terseLabel": "Shareholders' Equity" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.", "label": "Subsequent Event [Line Items]", "terseLabel": "Subsequent Event [Line Items]" } } }, "localname": "SubsequentEventLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/SubsequentEventsDetails", "http://www.invacare.com/role/SubsequentEventsTables" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTable": { "auth_ref": [ "r563" ], "lang": { "en-US": { "role": { "documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued.", "label": "Subsequent Event [Table]", "terseLabel": "Subsequent Event [Table]" } } }, "localname": "SubsequentEventTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/SubsequentEventsDetails", "http://www.invacare.com/role/SubsequentEventsTables" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r563" ], "lang": { "en-US": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]", "terseLabel": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/SubsequentEventsTables" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r563" ], "lang": { "en-US": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]", "terseLabel": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/SubsequentEventsTables" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-US": { "role": { "label": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r564" ], "lang": { "en-US": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "Subsequent Events [Text Block]", "terseLabel": "Subsequent Events" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/SubsequentEventsNotes" ], "xbrltype": "textBlockItemType" }, "us-gaap_SupplementalEmployeeRetirementPlanDefinedBenefitMember": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Plan designed to provide limited group of employees with supplemental retirement benefits, in addition to other pension benefits. Includes, but is not limited to, defined benefit and defined contribution plans.", "label": "Supplemental Employee Retirement Plan [Member]", "terseLabel": "Supplemental Executive Retirement Plan" } } }, "localname": "SupplementalEmployeeRetirementPlanDefinedBenefitMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RetirementAndBenefitPlansDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TaxCreditCarryforwardAmount": { "auth_ref": [ "r447" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The amount of the tax credit carryforward, before tax effects, available to reduce future taxable income under enacted tax laws.", "label": "Tax Credit Carryforward, Amount", "terseLabel": "Tax credit carryforwards" } } }, "localname": "TaxCreditCarryforwardAmount", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TaxCreditCarryforwardLineItems": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Tax Credit Carryforward [Line Items]", "terseLabel": "Tax Credit Carryforward [Line Items]" } } }, "localname": "TaxCreditCarryforwardLineItems", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TaxCreditCarryforwardTable": { "auth_ref": [ "r448" ], "lang": { "en-US": { "role": { "documentation": "A listing of tax credit carryforwards available to reduce future taxable income including descriptions, amounts, expiration dates, limitations on use and the related deferred tax assets and valuation allowances.", "label": "Tax Credit Carryforward [Table]", "terseLabel": "Tax Credit Carryforward [Table]" } } }, "localname": "TaxCreditCarryforwardTable", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TaxPeriodAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information about the period subject to enacted tax laws.", "label": "Tax Period [Axis]", "terseLabel": "Tax Period [Axis]" } } }, "localname": "TaxPeriodAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_TaxPeriodDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Identified tax period.", "label": "Tax Period [Domain]", "terseLabel": "Tax Period [Domain]" } } }, "localname": "TaxPeriodDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TaxesPayableCurrent": { "auth_ref": [ "r69" ], "calculation": { "http://www.invacare.com/role/ConsolidatedBalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 }, "http://www.invacare.com/role/SubsequentEventsDetails": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Carrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Taxes Payable, Current", "terseLabel": "Current taxes payable" } } }, "localname": "TaxesPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets", "http://www.invacare.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_TradeAndOtherAccountsReceivablePolicy": { "auth_ref": [ "r48", "r54", "r151", "r221", "r230", "r234", "r238", "r580", "r600" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for trade and other accounts receivables. This disclosure may include the basis at which such receivables are carried in the entity's statements of financial position (for example, net realizable value), how the entity determines the level of its allowance for doubtful accounts, when impairments, charge-offs or recoveries are recognized, and the entity's income recognition policies for such receivables, including its treatment of related fees and costs, its treatment of premiums, discounts or unearned income, when accrual of interest is discontinued, how the entity records payments received on nonaccrual receivables and its policy for resuming accrual of interest on such receivables. If the enterprise holds a large number of similar loans, disclosure may include the accounting policy for the anticipation of prepayments and significant assumptions underlying prepayment estimates for amortization of premiums, discounts, and nonrefundable fees and costs.", "label": "Trade and Other Accounts Receivable, Policy [Policy Text Block]", "terseLabel": "Accounts Receivables" } } }, "localname": "TradeAndOtherAccountsReceivablePolicy", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_TrademarksMember": { "auth_ref": [ "r462" ], "lang": { "en-US": { "role": { "documentation": "Rights acquired through registration of a trademark to gain or protect exclusive use of a business name, symbol or other device or style.", "label": "Trademarks [Member]", "terseLabel": "Trademarks" } } }, "localname": "TrademarksMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesGoodwillAndOtherIntangiblesDetails", "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails", "http://www.invacare.com/role/GoodwillDetails", "http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails", "http://www.invacare.com/role/IntangiblesNarrativeDetails", "http://www.invacare.com/role/IntangiblesScheduleOfIndefiniteLivedAssetsDetails", "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r570" ], "lang": { "en-US": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]", "terseLabel": "Financial Instruments [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TreasuryStockMember": { "auth_ref": [ "r79", "r336" ], "lang": { "en-US": { "role": { "documentation": "Shares of an entity that have been repurchased by the entity. This stock has no voting rights and receives no dividends. Note that treasury stock may be recorded at its total cost or separately as par (or stated) value and additional paid in capital. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Treasury Stock [Member]", "terseLabel": "Treasury Shares", "verboseLabel": "Treasury Stock" } } }, "localname": "TreasuryStockMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails", "http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity" ], "xbrltype": "domainItemType" }, "us-gaap_TreasuryStockShares": { "auth_ref": [ "r79", "r336" ], "lang": { "en-US": { "role": { "documentation": "Number of common and preferred shares that were previously issued and that were repurchased by the issuing entity and held in treasury on the financial statement date. This stock has no voting rights and receives no dividends.", "label": "Treasury Stock, Shares", "negatedPeriodEndLabel": "Treasury Shares, Ending Balance", "negatedPeriodStartLabel": "Treasury Shares, Beginning Balance", "terseLabel": "Treasury Stock, Shares" } } }, "localname": "TreasuryStockShares", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/CapitalStockDetails", "http://www.invacare.com/role/ConsolidatedBalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_TreasuryStockValue": { "auth_ref": [ "r79", "r336", "r337" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "The amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury.", "label": "Treasury Stock, Value", "negatedLabel": "Treasury shares (3,953 and 3,841 shares in 2019 and 2018, respectively)" } } }, "localname": "TreasuryStockValue", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedBalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_TypeOfArrangementAxis": { "auth_ref": [ "r466" ], "lang": { "en-US": { "role": { "documentation": "Information by category of arrangement, including but not limited to collaborative arrangements and non-collaborative arrangements.", "label": "Type of Arrangement and Non-arrangement Transactions [Axis]", "terseLabel": "Type of Arrangement and Non-arrangement Transactions [Axis]" } } }, "localname": "TypeOfArrangementAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/RevenuesTables" ], "xbrltype": "stringItemType" }, "us-gaap_TypeOfRestructuringDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Identification of the types of restructuring costs.", "label": "Type of Restructuring [Domain]", "terseLabel": "Type of Restructuring [Domain]" } } }, "localname": "TypeOfRestructuringDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails", "http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_UnrealizedGainLossOnDerivatives": { "auth_ref": [ "r145" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The net change in the difference between the fair value and the carrying value, or in the comparative fair values, of derivative instruments, including options, swaps, futures, and forward contracts, held at each balance sheet date, that was included in earnings for the period.", "label": "Unrealized Gain (Loss) on Derivatives", "terseLabel": "Unrealized Gain (Loss)" } } }, "localname": "UnrealizedGainLossOnDerivatives", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r421", "r434" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "periodEndLabel": "Balance at end of year", "periodStartLabel": "Balance at beginning of year" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUnrecognizedTaxLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromForeignCurrencyTranslation": { "auth_ref": [ "r434" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from foreign currency translation.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Foreign Currency Translation", "negatedTerseLabel": "Exchange rate impact" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromForeignCurrencyTranslation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUnrecognizedTaxLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r435" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions", "negatedTerseLabel": "Positions taken during a prior year" } } }, "localname": "UnrecognizedTaxBenefitsDecreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUnrecognizedTaxLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued": { "auth_ref": [ "r431" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount accrued for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return.", "label": "Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued", "terseLabel": "Income tax penalties and interest accrued" } } }, "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestAccrued", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense": { "auth_ref": [ "r431" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of expense for interest on an underpayment of income taxes and penalties related to a tax position claimed or expected to be claimed in the tax return.", "label": "Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense", "terseLabel": "Income tax penalties and interest expense" } } }, "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesAndInterestExpense", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions": { "auth_ref": [ "r436" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions that have been or will be taken in current period tax return.", "label": "Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions", "terseLabel": "Positions taken during the current year" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromCurrentPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUnrecognizedTaxLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromForeignCurrencyTranslation": { "auth_ref": [ "r434" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from foreign currency translation.", "label": "Unrecognized Tax Benefits, Increase Resulting from Foreign Currency Translation", "terseLabel": "Exchange rate impact" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromForeignCurrencyTranslation", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUnrecognizedTaxLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions": { "auth_ref": [ "r435" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in unrecognized tax benefits resulting from tax positions taken in prior period tax returns.", "label": "Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions", "terseLabel": "Positions taken during a prior year" } } }, "localname": "UnrecognizedTaxBenefitsIncreasesResultingFromPriorPeriodTaxPositions", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUnrecognizedTaxLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations": { "auth_ref": [ "r437" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Amount of decrease in unrecognized tax benefits resulting from lapses of applicable statutes of limitations.", "label": "Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations", "negatedTerseLabel": "Lapse of statute of limitations" } } }, "localname": "UnrecognizedTaxBenefitsReductionsResultingFromLapseOfApplicableStatuteOfLimitations", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesUnrecognizedTaxLiabilityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate": { "auth_ref": [ "r438" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate.", "label": "Unrecognized Tax Benefits that Would Impact Effective Tax Rate", "terseLabel": "Unrecognized tax benefits that would impact effective tax rate" } } }, "localname": "UnrecognizedTaxBenefitsThatWouldImpactEffectiveTaxRate", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r185", "r186", "r187", "r188", "r194", "r195", "r196" ], "lang": { "en-US": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/AccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ValuationAllowanceByDeferredTaxAssetAxis": { "auth_ref": [ "r444" ], "lang": { "en-US": { "role": { "documentation": "Information by type of deferred tax consequences attributable to deductible temporary differences.", "label": "Valuation Allowance by Deferred Tax Asset [Axis]", "terseLabel": "Valuation Allowance by Deferred Tax Asset [Axis]" } } }, "localname": "ValuationAllowanceByDeferredTaxAssetAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/IncomeTaxesNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValuationAllowanceOfDeferredTaxAssetsMember": { "auth_ref": [ "r164" ], "lang": { "en-US": { "role": { "documentation": "Valuation allowance of deferred tax asset attributable to deductible temporary difference and carryforward.", "label": "SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member]", "terseLabel": "Tax valuation allowances [Member]" } } }, "localname": "ValuationAllowanceOfDeferredTaxAssetsMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ValuationAllowancesAndReservesBalance": { "auth_ref": [ "r165" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount", "periodEndLabel": "Balance At End of Period", "periodStartLabel": "Balance At Beginning of Period" } } }, "localname": "ValuationAllowancesAndReservesBalance", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesChargedToCostAndExpense": { "auth_ref": [ "r165" ], "crdr": "credit", "lang": { "en-US": { "role": { "documentation": "Amount of increase in valuation and qualifying accounts and reserves from charge to cost and expense.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense", "terseLabel": "Charged To Cost And Expenses" } } }, "localname": "ValuationAllowancesAndReservesChargedToCostAndExpense", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ValuationAllowancesAndReservesDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain]", "terseLabel": "SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain]" } } }, "localname": "ValuationAllowancesAndReservesDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ValuationAllowancesAndReservesTypeAxis": { "auth_ref": [ "r165" ], "lang": { "en-US": { "role": { "documentation": "Information by valuation and qualifying accounts and reserves.", "label": "SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis]", "terseLabel": "SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis]" } } }, "localname": "ValuationAllowancesAndReservesTypeAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ValueAddedTaxReceivableCurrent": { "auth_ref": [ "r89" ], "calculation": { "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails": { "order": 1.0, "parentTag": "us-gaap_OtherAssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Carrying amount as of the balance sheet date of value added taxes due either from customers arising from sales on credit terms, or as previously overpaid to tax authorities. For classified balance sheets, represents the current amount receivable, that is amounts expected to be collected within one year or the normal operating cycle, if longer.", "label": "Value Added Tax Receivable, Current", "terseLabel": "Tax receivables principally value added taxes" } } }, "localname": "ValueAddedTaxReceivableCurrent", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_VariableRateAxis": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Information by type of variable rate.", "label": "Variable Rate [Axis]", "terseLabel": "Variable Rate [Axis]" } } }, "localname": "VariableRateAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableRateDomain": { "auth_ref": [], "lang": { "en-US": { "role": { "documentation": "Interest rate that fluctuates over time as a result of an underlying benchmark interest rate or index.", "label": "Variable Rate [Domain]", "terseLabel": "Variable Rate [Domain]" } } }, "localname": "VariableRateDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/LongTermDebtNarrativeDetails", "http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails" ], "xbrltype": "domainItemType" }, "us-gaap_VestingAxis": { "auth_ref": [ "r411" ], "lang": { "en-US": { "role": { "documentation": "Information by vesting schedule for share-based compensation.", "label": "Vesting [Axis]", "terseLabel": "Vesting [Axis]" } } }, "localname": "VestingAxis", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VestingDomain": { "auth_ref": [ "r411" ], "lang": { "en-US": { "role": { "documentation": "Vesting schedule for share-based compensation.", "label": "Vesting [Domain]", "terseLabel": "Vesting [Domain]" } } }, "localname": "VestingDomain", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/EquityCompensationNarrativeDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantyReservesMember": { "auth_ref": [ "r164" ], "lang": { "en-US": { "role": { "documentation": "Reserve for expected cost from warranty provided on specific product or service.", "label": "SEC Schedule, 12-09, Reserve, Warranty [Member]", "terseLabel": "Accrued warranty cost [Member]" } } }, "localname": "WarrantyReservesMember", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r170", "r175" ], "calculation": { "http://www.invacare.com/role/NetEarningsLossPerCommonShareComputationOfBasicAndDilutedNetEarningsPerCommonShareDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-US": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Weighted Average Shares Outstanding - Assuming Dilution (in shares)", "totalLabel": "Average common shares assuming dilution" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/NetEarningsLossPerCommonShareComputationOfBasicAndDilutedNetEarningsPerCommonShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r169", "r175" ], "calculation": { "http://www.invacare.com/role/NetEarningsLossPerCommonShareComputationOfBasicAndDilutedNetEarningsPerCommonShareDetails": { "order": 1.0, "parentTag": "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding", "weight": 1.0 } }, "lang": { "en-US": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Weighted Average Shares Outstanding - Basic (in shares)", "verboseLabel": "Average common shares outstanding" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss", "http://www.invacare.com/role/NetEarningsLossPerCommonShareComputationOfBasicAndDilutedNetEarningsPerCommonShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WriteOffOfDeferredDebtIssuanceCost": { "auth_ref": [ "r128" ], "crdr": "debit", "lang": { "en-US": { "role": { "documentation": "Write-off of amounts previously capitalized as debt issuance cost in an extinguishment of debt.", "label": "Write off of Deferred Debt Issuance Cost", "terseLabel": "Write off of deferred debt issuance cost", "verboseLabel": "Write off of debt fees" } } }, "localname": "WriteOffOfDeferredDebtIssuanceCost", "nsuri": "http://fasb.org/us-gaap/2018-01-31", "presentation": [ "http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails", "http://www.invacare.com/role/LongTermDebtNarrativeDetails" ], "xbrltype": "monetaryItemType" } }, "unitCount": 10 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=SL51721533-107759" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=SL51721523-107759" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721665-107760" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(i),(j),(k)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669646-108580" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669646-108580" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=d3e637-108580" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=d3e640-108580" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=d3e681-108580" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669686-108580" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=d3e689-108580" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "17A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL34724391-108580" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "17B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL34724394-108580" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669619-108580" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721671-107760" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669619-108580" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669619-108580" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669625-108580" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669625-108580" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=d3e557-108580" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=109228884&loc=d3e1436-108581" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(21))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(8))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1(e))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1,2)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.13)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.5)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.8)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=115205541&loc=SL114868664-224227" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "5B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721673-107760" }, "r130": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "220", "URI": "http://asc.fasb.org/topic&trid=2134417" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3179-108585" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3179-108585" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3179-108585" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3213-108585" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3213-108585" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3255-108585" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3255-108585" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3291-108585" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3291-108585" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3291-108585" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3367-108585" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3521-108585" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3536-108585" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3602-108585" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3602-108585" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3602-108585" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=109223946&loc=d3e3044-108585" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4273-108586" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=98513485&loc=d3e4297-108586" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "5C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721675-107760" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18726-107790" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18780-107790" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=84158767&loc=d3e18823-107790" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(d),(e))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(e),(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h)(1)(i))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h)(2))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(h))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "5D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721677-107760" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(i)(4))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(n)(2))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08.(n))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e24072-122690" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09(ColumnA))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e24092-122690" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-09)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=26873400&loc=d3e24092-122690" }, "r166": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794" }, "r168": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "250", "URI": "http://asc.fasb.org/topic&trid=2122394" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=d3e1448-109256" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=d3e1505-109256" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=d3e1252-109256" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "28A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=d3e1500-109256" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=SL5780133-109256" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109260490&loc=d3e1337-109256" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=109256448&loc=d3e4984-109258" }, "r18": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/subtopic&trid=2122178" }, "r180": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "http://asc.fasb.org/topic&trid=2144383" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=109236672&loc=d3e543-108305" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "270", "URI": "http://asc.fasb.org/extlink&oid=109225645&loc=d3e1280-108306" }, "r183": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "270", "URI": "http://asc.fasb.org/topic&trid=2126967" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6327-108592" }, "r19": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "205", "URI": "http://asc.fasb.org/topic&trid=2122149" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6442-108592" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592" }, "r197": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "http://asc.fasb.org/topic&trid=2134479" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8615-108599" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8654-108599" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "3B", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=SL51721525-107759" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6676-107765" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8657-108599" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8660-108599" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8663-108599" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8672-108599" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8721-108599" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6676-107765" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8736-108599" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8813-108599" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8906-108599" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8933-108599" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e8933-108599" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e9031-108599" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=115929826&loc=d3e9038-108599" }, "r217": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "280", "URI": "http://asc.fasb.org/topic&trid=2134510" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "305", "URI": "http://asc.fasb.org/extlink&oid=6375392&loc=d3e26790-107797" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=82891408&loc=d3e4531-111522" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6676-107765" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=d3e5162-111524" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=SL6953423-111524" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=SL6953423-111524" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=SL6953423-111524" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=SL6953423-111524" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "11B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=SL6953423-111524" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "14A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=SL6953550-111524" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=d3e5212-111524" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(4)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=d3e5212-111524" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=d3e5212-111524" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6676-107765" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=d3e5212-111524" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=d3e5212-111524" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=d3e5066-111524" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=d3e5074-111524" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=d3e5093-111524" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=d3e5111-111524" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84173941&loc=SL6953401-111524" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=68048583&loc=d3e3636-108311" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6676-107765" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=68049868&loc=d3e3927-108312" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=66092785&loc=d3e4492-108314" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=66092785&loc=d3e4556-108314" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.BB)", "Topic": "330", "URI": "http://asc.fasb.org/extlink&oid=27011343&loc=d3e100047-122729" }, "r244": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "330", "URI": "http://asc.fasb.org/topic&trid=2126998" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68074540&loc=d3e5865-108316" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68074540&loc=d3e5879-108316" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=84159346&loc=d3e8275-108329" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=68054294&loc=d3e8384-108330" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)(1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6676-107765" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=77989000&loc=SL49117168-202975" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=108376223&loc=d3e13816-109267" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=108376223&loc=d3e13816-109267" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=108376223&loc=d3e13854-109267" }, "r254": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "350", "URI": "http://asc.fasb.org/subtopic&trid=2144439" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16212-109274" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6676-107765" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "((a)(1),(b))", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(2)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(3)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16373-109275" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b),(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16373-109275" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6787-107765" }, "r270": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "350", "URI": "http://asc.fasb.org/topic&trid=2144416" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226348&loc=d3e2420-110228" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=109226691&loc=SL51724579-110230" }, "r279": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "http://asc.fasb.org/topic&trid=2155823" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6801-107765" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.3)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.3)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4(b))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 5.P.4)", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b)(2))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(b))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6812-107765" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 5.P.4(d))", "Topic": "420", "URI": "http://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747" }, "r291": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "420", "URI": "http://asc.fasb.org/topic&trid=2175745" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14326-108349" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14615-108349" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14394-108349" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14435-108349" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14453-108349" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14472-108349" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=82911808&loc=d3e14557-108349" }, "r299": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/subtopic&trid=2127163" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222160&loc=d3e1012-107759" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6911-107765" }, "r300": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "30", "Topic": "450", "URI": "http://asc.fasb.org/subtopic&trid=2127197" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=99404985&loc=d3e10037-110241" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=68070138&loc=d3e11281-110244" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=115931803&loc=d3e12021-110248" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=115931803&loc=d3e12053-110248" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=115931803&loc=d3e12069-110248" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=115931803&loc=d3e12069-110248" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=115931803&loc=d3e12069-110248" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=115931803&loc=d3e12069-110248" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=68068213&loc=d3e12524-110249" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6935-107765" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "((c)(2))", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=68068213&loc=d3e12565-110249" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "((c)(3))", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=68068213&loc=d3e12565-110249" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "((c)(4))", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=68068213&loc=d3e12565-110249" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=68068213&loc=d3e12565-110249" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=68068213&loc=d3e12565-110249" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "460", "URI": "http://asc.fasb.org/extlink&oid=82913499&loc=d3e12803-110250" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=6802200&loc=SL6230698-112601" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=109126253&loc=d3e4875-112606" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=109126253&loc=d3e4724-112606" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=109500613&loc=SL6031898-161870" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e6935-107765" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=109500613&loc=SL6036836-161870" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=114001942&loc=d3e12317-112629" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=114001942&loc=d3e12355-112629" }, "r323": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(CFRR 211.02)", "Topic": "480", "URI": "http://asc.fasb.org/extlink&oid=65877616&loc=d3e177068-122764" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21553-112644" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21463-112644" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21484-112644" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=82887183&loc=d3e7018-107765" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21488-112644" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405813&loc=d3e23239-112655" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405834&loc=d3e23315-112656" }, "r338": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "50", "Topic": "505", "URI": "http://asc.fasb.org/subtopic&trid=2208855" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=82913815&loc=SL49130534-203044" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6361739&loc=d3e7789-107766" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=109196051&loc=SL49130545-203045" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=109196051&loc=SL49130549-203045" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "91", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=108792157&loc=SL49130690-203046-203046" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "710", "URI": "http://asc.fasb.org/extlink&oid=75028277&loc=d3e19793-108362" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "30", "SubTopic": "10", "Topic": "710", "URI": "http://asc.fasb.org/extlink&oid=6409875&loc=d3e20028-108363" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "712", "URI": "http://asc.fasb.org/extlink&oid=6410066&loc=d3e79218-111664" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "15", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "712", "URI": "http://asc.fasb.org/extlink&oid=6410066&loc=d3e79218-111664" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=109237824&loc=d3e1703-114919" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=109237824&loc=d3e1731-114919" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(6)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(j)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(1)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(k)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e1928-114920" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e2410-114920" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e2417-114920" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e2439-114920" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e2709-114920" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(2)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=108410482&loc=d3e2709-114920" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=112275985&loc=d3e4179-114921" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=6412939&loc=d3e15145-114933" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "60", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=66047640&loc=d3e39622-114963" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "60", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=6414203&loc=d3e39716-114964" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "70", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=49170846&loc=d3e28014-114942" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=d3e29149-114947" }, "r374": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "715", "URI": "http://asc.fasb.org/topic&trid=2235017" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5047-113901" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5047-113901" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5047-113901" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(3)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=d3e5070-113901" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "2A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109197908&loc=SL79508275-113901" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=115993241&loc=d3e301413-122809" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.F)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=115993241&loc=d3e301413-122809" }, "r415": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "http://asc.fasb.org/topic&trid=2228938" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6419918&loc=d3e35281-107843" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(b)", "Topic": "720", "URI": "http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "730", "URI": "http://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=115928272&loc=d3e28680-109314" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(24))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=115928272&loc=d3e28680-109314" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=SL37586934-109318" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e32247-109318" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e32280-109318" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e31917-109318" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e31928-109318" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e31931-109318" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84176650&loc=d3e31958-109318" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32672-109319" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32687-109319" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32698-109319" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32718-109319" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(4)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=SL6600010-109319" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32809-109319" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32840-109319" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32537-109319" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32847-109319" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32559-109319" }, "r449": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32621-109319" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32632-109319" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=84230637&loc=d3e32639-109319" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "217", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=109238393&loc=d3e36027-109320" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=34349781&loc=d3e330036-122817" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=34349781&loc=d3e330036-122817" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=109238882&loc=d3e38679-109324" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=109238882&loc=d3e38679-109324" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=109238882&loc=d3e38679-109324" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "05", "SubTopic": "30", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=65884525&loc=d3e40913-109327" }, "r461": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "http://asc.fasb.org/topic&trid=2144680" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=77890550&loc=d3e5263-128473" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=77890550&loc=d3e5333-128473" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=77890550&loc=d3e5419-128473" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "38", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "805", "URI": "http://asc.fasb.org/extlink&oid=77890550&loc=d3e5504-128473" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "808", "URI": "http://asc.fasb.org/extlink&oid=6931272&loc=SL5834143-161434" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4613673-111683" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569616-111683" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=108774443&loc=SL4569643-111683" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=d3e5614-111684" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c),(3)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3A-02)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=27015204&loc=d3e355033-122828" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3A-03)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=27015204&loc=d3e355100-122828" }, "r475": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "http://asc.fasb.org/topic&trid=2197479" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=6945355&loc=d3e41228-113958" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5579240-113959" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5579245-113959" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5579245-113959" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5580258-113959" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)(ii)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=d3e41620-113959" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=d3e41620-113959" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=d3e41638-113959" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5618551-113959" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5618551-113959" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5618551-113959" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(c)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624163-113959" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624163-113959" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624163-113959" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624163-113959" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624171-113959" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624171-113959" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624171-113959" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624171-113959" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624171-113959" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624171-113959" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "4CC", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL109998890-113959" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624177-113959" }, "r499": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624177-113959" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624177-113959" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "4E", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=SL5624181-113959" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=d3e41641-113959" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=d3e41675-113959" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109980867&loc=d3e41678-113959" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "182", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109975725&loc=SL5629052-113961" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "25", "Subparagraph": "(a)(1),(2)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109977999&loc=d3e76258-113986" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "25", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109977999&loc=d3e76258-113986" }, "r508": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=109978405&loc=d3e80720-113993" }, "r509": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "815", "URI": "http://asc.fasb.org/topic&trid=2229140" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=99377789&loc=d3e19190-110258" }, "r511": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=99377789&loc=d3e19207-110258" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=99377789&loc=d3e19207-110258" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=99377789&loc=d3e19207-110258" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=99377789&loc=d3e19207-110258" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "2C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=99377789&loc=SL7498348-110258" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=99377789&loc=d3e19279-110258" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=99377789&loc=SL6742756-110258" }, "r518": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "820", "URI": "http://asc.fasb.org/topic&trid=2155941" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=75026489&loc=d3e13220-108610" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=109250915&loc=d3e13433-108611" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=109250915&loc=d3e13467-108611" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=109250915&loc=d3e13476-108611" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=109250915&loc=d3e13531-108611" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=109250915&loc=d3e13537-108611" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=109250915&loc=d3e13537-108611" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450222&loc=d3e30840-110895" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=98513438&loc=d3e33268-110906" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b,c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=109240241&loc=d3e32211-110900" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775744&loc=d3e28551-108399" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775744&loc=d3e28555-108399" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=84164451&loc=d3e36991-112694" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Subparagraph": "(Note 3)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=82846649&loc=d3e38371-112697" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=77902758&loc=d3e41502-112717" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=77902758&loc=d3e41502-112717" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=84164817&loc=d3e45280-112737" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "25", "SubTopic": "40", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=77913853&loc=d3e49567-112750" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "35", "SubTopic": "40", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=108788860&loc=d3e50609-112754" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=77913982&loc=d3e50796-112755" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "50", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=82846721&loc=d3e51831-112757" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "51", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=82846721&loc=d3e51840-112757" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=82846721&loc=d3e51843-112757" }, "r546": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "840", "URI": "http://asc.fasb.org/topic&trid=2208923" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888419&loc=SL77918627-209977" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888419&loc=SL77918627-209977" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888419&loc=SL77918638-209977" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888419&loc=SL77918638-209977" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888426&loc=SL77918673-209980" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888426&loc=SL77918686-209980" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888426&loc=SL77918686-209980" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888426&loc=SL77918686-209980" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(2)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888426&loc=SL77918686-209980" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888426&loc=SL77918686-209980" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888426&loc=SL77918686-209980" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888426&loc=SL77918686-209980" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888399&loc=SL77918982-209971" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r560": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/subtopic&trid=77888251" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888430&loc=SL77919786-209982" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=77888430&loc=SL77919786-209982" }, "r563": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662" }, "r564": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "http://asc.fasb.org/topic&trid=2122774" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109247956&loc=d3e107207-111719" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109247956&loc=d3e107207-111719" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109247956&loc=d3e107207-111719" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109247956&loc=d3e107207-111719" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=109247956&loc=SL51823488-111719" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=68078379&loc=d3e122625-111746" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "http://asc.fasb.org/extlink&oid=68072869&loc=d3e41242-110953" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(7))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(9))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.10(3))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.10)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=114873765&loc=SL114874048-224260" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=114873765&loc=SL114874048-224260" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=114873765&loc=SL114874048-224260" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.10)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=114873765&loc=SL114874048-224260" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.11)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=114873765&loc=SL114874048-224260" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=114873765&loc=SL114874048-224260" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "405", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=6957935&loc=d3e64057-112817" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r590": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "e", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(5))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(10))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1361-107760" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(6)(c))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(5))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.13(b))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.5(c))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=114873790&loc=SL114874131-224263" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(19))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=114873790&loc=SL114874131-224263" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=114873790&loc=SL114874131-224263" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "4H", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=99384497&loc=SL65671331-158438" }, "r608": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/subtopic&trid=2560295" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=99380617&loc=SL75241803-196195" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(6))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=6488278&loc=d3e603758-122996" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04.16)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=6488278&loc=d3e603758-122996" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "740", "Topic": "954", "URI": "http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "985", "URI": "http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756" }, "r614": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b" }, "r615": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23" }, "r616": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1" }, "r617": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1-" }, "r618": { "Name": "Forms 10-K, 20-F, 40-F", "Number": "240", "Publisher": "SEC", "Section": "15", "Subsection": "d-1" }, "r619": { "Name": "Regulation 12B", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.12)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r620": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405" }, "r621": { "Name": "Regulation S-X (SX)", "Number": "210", "Publisher": "SEC", "Section": "12", "Subsection": "09" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=d3e1474-107760" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20,24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.24)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.28,29)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29,30)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "3A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721659-107760" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-30)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3(a)(4))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3(a),(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3,4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.4)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.6(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.8)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721663-107760" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=6877327&loc=d3e13728-122682" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226008-175313" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=99393222&loc=SL20226000-175313" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669646-108580" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a),(b),(c)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669646-108580" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669646-108580" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "10A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=114867106&loc=SL7669646-108580" } }, "version": "2.1" } XML 48 R53.htm IDEA: XBRL DOCUMENT v3.20.1
Accumulated Other Comprehensive Income (Loss) by Component (Tables)
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss)
Changes in accumulated other comprehensive income ("OCI") during the year ended December 31, 2019 were as follows (in thousands):
 
 
Foreign Currency
 
Long-Term Notes
 
Defined Benefit Plans
 
Derivatives
 
Total
December 31, 2018
 
$
12,244

 
$
2,662

 
$
(2,703
)
 
$
590

 
$
12,793

OCI before reclassifications
 
(3,346
)
 
(5,153
)
 
(1,157
)
 
1,958

 
(7,698
)
Amount reclassified from accumulated OCI
 

 

 
561

 
(2,528
)
 
(1,967
)
Net current-period OCI
 
(3,346
)
 
(5,153
)
 
(596
)
 
(570
)
 
(9,665
)
December 31, 2019
 
$
8,898

 
$
(2,491
)
 
$
(3,299
)
 
$
20

 
$
3,128


Changes in OCI during the year ended December 31, 2018 were as follows (in thousands):
 
 
Foreign Currency
 
Long-Term Notes
 
Defined Benefit Plans
 
Derivatives
 
Total
December 31, 2017
 
$
50,376

 
$
(4,612
)
 
$
(7,652
)
 
$
(1,242
)
 
$
36,870

OCI before reclassifications
 
(38,132
)
 
7,274

 
5,100

 
2,098

 
(23,660
)
Amount reclassified from accumulated OCI
 

 

 
(151
)
 
(266
)
 
(417
)
Net current-period OCI
 
(38,132
)
 
7,274

 
4,949

 
1,832

 
(24,077
)
December 31, 2018
 
$
12,244

 
$
2,662

 
$
(2,703
)
 
$
590

 
$
12,793


Schedule of Amounts Recognized in Other Comprehensive Income (Loss)
Reclassifications out of accumulated OCI for the year ended December 31, 2019 and December 31, 2018 were as follows (in thousands):
 
 
Amount reclassified from OCI
 
Affected line item in the Statement of Comprehensive (Income) Loss
 
 
2019
 
2018
 
 
Defined Benefit Plans:
 
 
 
 
 
 
Service and interest costs
 
$
561

 
$
(151
)
 
Selling, General and Administrative
Tax
 

 

 
Income Taxes
Total after tax
 
$
561

 
$
(151
)
 
 
 
 
 
 
 
 
 
Derivatives:
 
 
 
 
 
 
Foreign currency forward contracts hedging sales
 
$
(52
)
 
$
1,352

 
Net Sales
Foreign currency forward contracts hedging purchases
 
(2,673
)
 
(1,591
)
 
Cost of Products Sold
Total loss (income) before tax
 
(2,725
)
 
(239
)
 
 
Tax
 
197

 
(27
)
 
Income Taxes
Total after tax
 
$
(2,528
)
 
$
(266
)
 
 

XML 49 R133.htm IDEA: XBRL DOCUMENT v3.20.1
Business Segments - (Narrative) (Details)
Dec. 31, 2019
Customer Concentration Risk | Net Sales  
Segment Reporting Information [Line Items]  
Maximum percent of revenue from single customer 5.20%
XML 50 R57.htm IDEA: XBRL DOCUMENT v3.20.1
Net Earnings Per Common Share (Tables)
12 Months Ended
Dec. 31, 2019
Earnings Per Share [Abstract]  
Schedule of Earnings (Loss) Per Share, Basic and Diluted
The following table sets forth the computation of basic and diluted net earnings (loss) per common share for the periods indicated.
 
2019
 
2018
 
2017
 
(In thousands, except per share data)
Basic
 
 
 
 
 
Average common shares outstanding
33,594

 
33,124

 
32,752

 
 
 
 
 
 
Net loss
$
(53,327
)
 
$
(43,922
)
 
$
(76,541
)
 
 
 
 
 
 
Net loss per common share
$
(1.59
)
 
$
(1.33
)
 
$
(2.34
)
 
 
 
 
 
 
Diluted
 
 
 
 
 
Average common shares outstanding
33,594

 
33,124

 
32,752

Stock options and awards
48

 
419

 
464

Average common shares assuming dilution
33,642

 
33,543

 
33,216

 
 
 
 
 
 
Net loss
$
(53,327
)
 
$
(43,922
)
 
$
(76,541
)
 
 
 
 
 
 
Net loss per common share *
$
(1.59
)
 
$
(1.33
)
 
$
(2.34
)


* Net earnings (loss) per share assuming dilution calculated utilizing weighted average shares outstanding - basic for the periods in which there was a net loss.
XML 51 R137.htm IDEA: XBRL DOCUMENT v3.20.1
Interim Financial Information - (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Quarterly Financial Information Disclosure [Abstract]                      
Revenues $ 232,913 $ 235,774 $ 235,858 $ 223,419 $ 244,576 $ 244,559 $ 246,152 $ 237,060 $ 927,964 $ 972,347 $ 966,497
Gross profit 67,961 67,585 65,066 61,455 68,224 65,589 67,346 66,517 262,067 267,676 269,251
Earnings (loss) before income taxes (16,706) (4,741) (10,642) (11,936) (550) (8,226) (13,568) (11,758) (44,025) (34,102) (66,250)
Net loss $ (18,683) $ (8,041) $ (12,717) $ (13,886) $ (1,245) $ (12,026) $ (16,543) $ (14,108) $ (53,327) $ (43,922) $ (76,541)
Net earnings (loss) per share - basic $ (0.56) $ (0.24) $ (0.38) $ (0.42) $ (0.04) $ (0.36) $ (0.50) $ (0.43) $ (1.59) $ (1.33) $ (2.34)
Net Earnings (loss) per Share - Assuming Dilution (in dollars per share) $ (0.56) $ (0.24) $ (0.38) $ (0.42) $ (0.04) $ (0.36) $ (0.50) $ (0.43) $ (1.59) $ (1.33) $ (2.34)
XML 52 R5.htm IDEA: XBRL DOCUMENT v3.20.1
Consolidated Balance Sheets (Parenthetical) - shares
shares in Thousands
Dec. 31, 2019
Dec. 31, 2018
Preferred Stock, Shares Authorized 300 300
Preferred Stock, Shares Outstanding 0 0
Treasury Stock, Shares 3,953 3,841
Common Stock    
Common Stock, Shares Authorized 150,000 100,000
Common Stock, Shares, Issued 37,609 37,010
Class B Common Shares    
Common Stock, Shares Authorized 12,000 12,000
Common Stock, Shares, Issued 6 6
XML 53 R74.htm IDEA: XBRL DOCUMENT v3.20.1
Receivables - Installment Receivables by Class (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Total Installment Receivables    
Non-impaired installment receivables with no related allowance recorded $ 670 $ 689
Impaired installment receivables with a related allowance recorded 1,779 2,671
Total installment receivables 2,449 3,360
Unpaid Principal Balance    
Non-impaired installment receivables with no related allowance recorded 648 667
Impaired installment receivables with a related allowance recorded 1,779 2,671
Total installment receivables 2,427 3,338
Related Allowance for Doubtful Accounts    
Impaired installment receivables with a related allowance recorded 1,514 1,542
Interest Income Recognized    
Non-impaired installment receivables with no related allowance recorded 92 127
Impaired installment receivables with a related allowance recorded 0 0
Total installment receivables 92 127
U.S.    
Total Installment Receivables    
Impaired installment receivables with a related allowance recorded 1,762 2,669
Unpaid Principal Balance    
Impaired installment receivables with a related allowance recorded 1,762 2,669
Related Allowance for Doubtful Accounts    
Impaired installment receivables with a related allowance recorded 1,497 1,540
Interest Income Recognized    
Impaired installment receivables with a related allowance recorded 0 0
CANADA    
Total Installment Receivables    
Non-impaired installment receivables with no related allowance recorded 670 689
Impaired installment receivables with a related allowance recorded 17 2
Total installment receivables 687 691
Unpaid Principal Balance    
Non-impaired installment receivables with no related allowance recorded 648 667
Impaired installment receivables with a related allowance recorded 17 2
Total installment receivables 665 669
Related Allowance for Doubtful Accounts    
Impaired installment receivables with a related allowance recorded 17 2
Interest Income Recognized    
Non-impaired installment receivables with no related allowance recorded 92 127
Impaired installment receivables with a related allowance recorded 0 0
Total installment receivables $ 92 $ 127
XML 54 R114.htm IDEA: XBRL DOCUMENT v3.20.1
Income Taxes - Income Before Income Tax (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Income Tax Disclosure [Abstract]                      
Domestic                 $ (66,135) $ (72,703) $ (96,343)
Foreign                 22,110 38,601 30,093
Earnings (loss) before income taxes $ (16,706) $ (4,741) $ (10,642) $ (11,936) $ (550) $ (8,226) $ (13,568) $ (11,758) $ (44,025) $ (34,102) $ (66,250)
XML 55 R84.htm IDEA: XBRL DOCUMENT v3.20.1
Intangibles - Finite-Lived Intangible Asset Future Amortization Expense (Details)
Dec. 31, 2019
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
Future amortization expense, 2020 $ 399,000
Future amortization expense, 2021 399,000
Future amortization expense, 2022 389,000
Future amortization expense, 2023 389,000
Future amortization expense, 2024 $ 350,000
XML 56 R80.htm IDEA: XBRL DOCUMENT v3.20.1
Property And Equipment - (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Sep. 30, 2018
Property, Plant and Equipment [Line Items]        
Property and equipment, gross $ 351,562,000 $ 357,390,000    
Less allowance for depreciation (304,955,000) (311,406,000)    
Property and equipment, net 46,607,000 45,984,000    
Net Book Value of Assets Sold       $ 2,900,000
Advance Payment from Sale of Property 0 3,524,000 $ 0  
Machinery and equipment        
Property, Plant and Equipment [Line Items]        
Property and equipment, gross 296,078,000 301,039,000    
Land, buildings and improvements        
Property, Plant and Equipment [Line Items]        
Property and equipment, gross 33,054,000 37,606,000    
Furniture and fixtures        
Property, Plant and Equipment [Line Items]        
Property and equipment, gross 9,898,000 9,898,000    
Leasehold improvements        
Property, Plant and Equipment [Line Items]        
Property and equipment, gross 9,023,000 8,847,000    
Capitalized Software [Member]        
Property, Plant and Equipment [Line Items]        
Property and equipment, gross $ 3,509,000 $ 0    
XML 57 R70.htm IDEA: XBRL DOCUMENT v3.20.1
Receivables - Narrative (Details)
12 Months Ended
Dec. 31, 2019
USD ($)
payment
Dec. 31, 2018
USD ($)
Receivables [Abstract]    
Number of missed payments before delinquent | payment 3  
Typical financing period 12 months  
Credit amount requiring additional analysis $ 250,000  
Average period of adjudication 18 months  
Installment receivable purchased from DLL $ 89,000 $ 1,295,000
XML 58 R1.htm IDEA: XBRL DOCUMENT v3.20.1
Document And Entity Information - USD ($)
12 Months Ended
Dec. 31, 2019
Mar. 04, 2020
Jun. 30, 2019
Entity Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2019    
Document Transition Report false    
Entity File Number 1-15103    
Entity Registrant Name INVACARE CORPORATION    
Entity Incorporation, State or Country Code OH    
Entity Tax Identification Number 95-2680965    
Entity Address, Address Line One One Invacare Way    
Entity Address, City or Town Elyria    
Entity Address, State or Province OH    
Entity Address, Postal Zip Code 44035    
City Area Code 440    
Local Phone Number 329-6000    
Title of 12(b) Security Common Shares, without par value    
Trading Symbol IVC    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Public Float     $ 168,402,972
Documents Incorporated by Reference [Text Block]
Portions of the Registrant's definitive Proxy Statement to be filed in connection with its 2020 Annual Meeting of Shareholders are incorporated by reference into Part III (Items 10, 11, 12, 13 and 14) of this report.
Except as otherwise stated, the information contained in this Annual Report on Form 10-K is as of December 31, 2019.
   
Entity Central Index Key 0000742112    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2019    
Document Fiscal Period Focus FY    
Amendment Flag false    
Common Stock      
Entity Information [Line Items]      
Entity Public Float     168,369,979
Entity Common Stock, Shares Outstanding   33,912,246  
Class B Common Shares      
Entity Information [Line Items]      
Entity Public Float     $ 32,993
Entity Common Stock, Shares Outstanding   6,357  
XML 59 R110.htm IDEA: XBRL DOCUMENT v3.20.1
Accumulated Other Comprehensive Income (Loss) by Component - Reclassifications out of Accumulated Other Comprehensive Income (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]                      
Cost of products sold                 $ (665,897) $ (704,671) $ (697,246)
Selling, general and administrative expenses                 (260,061) (281,906) (296,816)
Earnings (loss) before income taxes $ (16,706) $ (4,741) $ (10,642) $ (11,936) $ (550) $ (8,226) $ (13,568) $ (11,758) (44,025) (34,102) (66,250)
Income taxes                 (9,302) (9,820) (10,291)
Revenues $ 232,913 $ 235,774 $ 235,858 $ 223,419 $ 244,576 $ 244,559 $ 246,152 $ 237,060 927,964 972,347 $ 966,497
Defined Benefit Plans | Reclassification out of Accumulated Other Comprehensive Income                      
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]                      
Selling, general and administrative expenses                 561 (151)  
Income taxes                 0 0  
Loss from Continuing Operations                 561 (151)  
Derivatives | Reclassification out of Accumulated Other Comprehensive Income                      
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]                      
Earnings (loss) before income taxes                 (2,725) (239)  
Income taxes                 197 (27)  
Loss from Continuing Operations                 (2,528) (266)  
Derivatives | Reclassification out of Accumulated Other Comprehensive Income | Foreign exchange forward                      
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]                      
Cost of products sold                 (2,673) (1,591)  
Revenues                 $ (52) $ 1,352  
XML 60 R88.htm IDEA: XBRL DOCUMENT v3.20.1
Long-Term Debt - Convertible Debt (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Debt Instrument [Line Items]        
Proceeds from Issuance of Warrants $ 0 $ 0 $ 14,100,000 $ 12,376,000
Interest Paid, Including Capitalized Interest, Operating and Investing Activities 15,042,000 14,526,000 $ 11,955,000  
Convertible due 2022 - Bond Hedge, Fair Value 0 2,062,000    
Long-term debt 219,522,000 225,733,000    
Convertible 2022 debt conversion liability 0 2,611,000    
Convertible 2021 debt conversion liability 0 1,458,000    
Convertible 2021 note hedge asset $ 0 1,028,000    
Convertible Senior Notes at 5.00% February 2024 | Convertible Subordinated Debt        
Debt Disclosure [Abstract]        
Initial conversion price $ 14.78      
Debt Instrument [Line Items]        
Interest rate (as a percent) 5.00%      
Debt Instrument, Face Amount $ 72,909,000      
Effective Interest Rate 8.77%      
Unamortized discount $ (10,733,000)      
Long-term debt 60,817,000 0    
Debt Instrument, Non-Cash Interest Expense Recognized in the Period 205,000      
Debt Instrument, Increase, Accrued Interest 456,000      
Debt Instrument, Fee Amount, Net Balance Shown as a Liability (1,359,000)      
Debt Instrument, Net Carrying Amount $ 60,817,000      
Convertible Senior Notes at 5.00% February 2021 | Convertible Subordinated Debt        
Debt Disclosure [Abstract]        
Initial conversion price $ 16.65      
Debt Instrument [Line Items]        
Proceeds from Issuance of Warrants       $ 12,376,000
Interest rate (as a percent) 5.00%     5.00%
Debt Instrument, Face Amount $ 61,091,000 150,000,000   $ 150,000,000
Convertible Debt Conversion Feature, Fair Value at Issuance $ 34,480,000      
Effective Interest Rate 11.10%      
Unamortized discount $ (3,916,000) (17,193,000)    
Long-term debt 56,628,000 130,260,000    
Convertible Debt Conversion Feature Gain (Loss) (2,210,000) 51,696,000    
Convertible due 2021 - Bond Hedge, Fair Value at Issuance 27,975,000      
Convertible Debt Note Hedge Gain (Loss) 2,852,000 (45,887,000)    
Debt Instrument, Non-Cash Interest Expense Recognized in the Period 6,672,000 6,706,000    
Debt Instrument, Increase, Accrued Interest 6,803,000 7,500,000    
Debt Instrument, Fee Amount, Net Balance Shown as a Liability (547,000) (2,547,000)    
Debt Instrument, Net Carrying Amount $ 56,628,000 $ 130,260,000    
XML 61 R118.htm IDEA: XBRL DOCUMENT v3.20.1
Income Taxes - Unrecognized Tax Liability (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]    
Balance at beginning of year $ 2,355 $ 2,865
Additions to:    
Positions taken during the current year 641 58
Positions taken during a prior year 52 163
Exchange rate impact 14 0
Deductions due to:    
Exchange rate impact 0 (22)
Positions taken during a prior year 0 (546)
Lapse of statute of limitations (190) (163)
Balance at end of year $ 2,872 $ 2,355
XML 62 R78.htm IDEA: XBRL DOCUMENT v3.20.1
Other Long-Term Assets - (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Convertible 2021 note hedge asset $ 0 $ 1,028,000
Convertible due 2022 - Bond Hedge, Fair Value 0 2,062,000
Cash surrender value of life insurance policies 2,124,000 1,948,000
Deferred financing fees 602,000 402,000
Investments 85,000 90,000
Long-term installment receivables 177,000 222,000
Long-term deferred taxes 928,000 352,000
Other 300,000 256,000
Other Assets $ 4,216,000 $ 6,360,000
XML 63 R9.htm IDEA: XBRL DOCUMENT v3.20.1
Operations Held for Sale (Notes)
12 Months Ended
Dec. 31, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Discontinued Operations
Operations Held for Sale

Prior to 2019, the company had recorded expenses related to the sale of operations held for sale of $2,892,000 of which $2,377,000 has been paid out as of December 31, 2019.
XML 64 R19.htm IDEA: XBRL DOCUMENT v3.20.1
Accrued Expenses
12 Months Ended
Dec. 31, 2019
Payables and Accruals [Abstract]  
Accrued Liabilities
Current Liabilities

Accrued Expenses

Accrued expenses as of December 31, 2019 and 2018 consisted of accruals for the following (in thousands):
 
2019
 
2018
Salaries and wages
$
29,725

 
$
23,289

Taxes other than income taxes, primarily Value Added Taxes
22,194

 
23,197

Warranty
11,626

 
16,353

Rebates
10,743

 
7,966

Severance
7,023

 
1,657

Professional
6,869

 
5,888

IT service contracts
6,125

 

Freight
3,744

 
3,363

Interest
3,608

 
3,992

Advance payment on sale of land & buildings
3,471

 

Deferred revenue
3,173

 
2,416

Product liability, current portion
2,736

 
2,728

IT licenses
2,114

 

Derivatives (foreign currency forward exchange contracts)
905

 
219

Insurance
699

 
738

Rent
415

 
483

Supplemental Executive Retirement Program liability Plan (SERP)
391

 
391

Other items, principally trade accruals
5,386

 
7,187

Accrued Expenses
$
120,947

 
$
99,867



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 sales 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 accrual 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 field action and recalls, which could require additional warranty reserve provision.

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. Rebates are netted against gross accounts receivables. If rebates are in excess of such receivables, they are then classified as accrued expenses.
In the fourth quarter of 2019, the company entered into an agreement with an IT provider to outsource substantially all of the company’s information technology business service activities, including, among other things, support, rationalization and upgrading of the company’s legacy information technology systems and implementation of a global enterprise resource planning (“ERP”) system. Accrued expenses related to IT outsourcing are reflected in IT service contracts. Separately, the company entered into licenses for a new ERP system which are shown as IT licenses.

In the third quarter of 2018, the company agreed to sell its Isny, Germany location with a net book value at the signing of the agreement of approximately $2,900,000. In accordance with the agreement, control will not transfer to the buyer until April 2020; however, the company received an advance payment for a portion of the proceeds, as disclosed above. The advance payment was reflected in Other Long-Term Obligations as of December 31, 2018 and in the investing section of the Consolidated Statement of Cash Flows in the third quarter of 2018. The company will continue to record depreciation with respect to the Isny facility until control is transferred and expects to recognized a gain upon closing of the transaction when completed in 2020.
The following is a reconciliation of the changes in accrued warranty costs for the reporting period (in thousands):
 
2019
 
2018
Balance as of January 1
$
16,353

 
$
22,468

Warranties provided during the period
5,504

 
7,106

Settlements made during the period
(10,882
)
 
(13,731
)
Changes in liability for pre-existing warranties during the period, including expirations
651

 
510

Balance as of December 31
$
11,626

 
$
16,353



Warranty reserves are subject to adjustment in future periods as new developments change the company's estimate of the total cost.
XML 65 R11.htm IDEA: XBRL DOCUMENT v3.20.1
Receivables
12 Months Ended
Dec. 31, 2019
Receivables [Abstract]  
Receivables
Receivables

Receivables as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Accounts receivable, gross
$
141,732

 
$
146,482

Customer rebate reserve
(13,922
)
 
(15,452
)
Allowance for doubtful accounts
(4,804
)
 
(5,268
)
Cash discount reserves
(5,326
)
 
(4,777
)
Other, principally returns and allowances reserves
(1,011
)
 
(1,242
)
Accounts receivable, net
$
116,669

 
$
119,743


Reserves for customer rebates 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 principal 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.

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-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. As a consequence, changes in these programs can have an adverse impact on dealer liquidity and profitability.

The estimated allowance for uncollectible amounts is based primarily on management's evaluation of the financial condition of specific customers. In addition, as a result of the company's financing arrangement with DLL, a third-party financing company 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 comprises 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/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 financials as well as consideration of other factors such as exposure to changing reimbursement laws.

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.

Installment receivables as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
 
Current
 
Long-
Term
 
Total
 
Current
 
Long-
Term
 
Total
Installment receivables
$
1,192

 
$
1,257

 
$
2,449

 
$
1,986

 
$
1,374

 
$
3,360

Less: Unearned interest
(22
)
 

 
(22
)
 
(22
)
 

 
(22
)
 
1,170

 
1,257

 
2,427

 
1,964

 
1,374

 
3,338

Allowance for doubtful accounts
(434
)
 
(1,080
)
 
(1,514
)
 
(390
)
 
(1,152
)
 
(1,542
)
 
$
736

 
$
177

 
$
913

 
$
1,574

 
$
222

 
$
1,796



Installment receivables purchased from DLL during the twelve months ended December 31, 2019 increased the gross installment receivables balance by $89,000 during the year compared to $1,295,000 in 2018. No sales of installment receivables were made by the company during the year.

The movement in the installment receivables allowance for doubtful accounts was as follows (in thousands):
 
2019
 
2018
Balance as of beginning of period
$
1,542

 
$
2,644

Current period provision
479

 
550

Direct write-offs charged against the allowance
(507
)
 
(1,652
)
Balance as of end of period
$
1,514

 
$
1,542


 
Installment receivables by class as of December 31, 2019 consist of the following (in thousands):
 
Total
Installment
Receivables
 
Unpaid
Principal
Balance
 
Related
Allowance for
Doubtful
Accounts
 
Interest
Income
Recognized
U.S.
 
 
 
 
 
 
 
Impaired installment receivables with a related allowance recorded
$
1,762

 
$
1,762

 
$
1,497

 
$

Canada
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
670

 
648

 

 
92

Impaired installment receivables with a related allowance recorded
17

 
17

 
17

 

Total Canadian installment receivables
687

 
665

 
17

 
92

Total
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
670

 
648

 

 
92

Impaired installment receivables with a related allowance recorded
1,779

 
1,779

 
1,514

 

Total installment receivables
$
2,449

 
$
2,427

 
$
1,514

 
$
92


Installment receivables by class as of December 31, 2018 consist of the following (in thousands):
 
Total
Installment
Receivables
 
Unpaid
Principal
Balance
 
Related
Allowance for
Doubtful
Accounts
 
Interest
Income
Recognized
U.S.
 
 
 
 
 
 
 
Impaired installment receivables with a related allowance recorded
$
2,669

 
$
2,669

 
$
1,540

 
$

Canada
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
689

 
667

 

 
127

Impaired installment receivables with a related allowance recorded
2

 
2

 
2

 

Total Canadian installment receivables
691

 
669

 
2

 
127

Total
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
689

 
667

 

 
127

Impaired installment receivables with a related allowance recorded
2,671

 
2,671

 
1,542

 

Total installment receivables
$
3,360

 
$
3,338

 
$
1,542

 
$
127



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 December 31, 2019, 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 installment receivables which were past due of 90 days or more as of December 31, 2019 and December 31, 2018 for which the company is still accruing interest.


The aging of the company's installment receivables was as follows as of December 31, 2019 and 2018 (in thousands):
 
December 31, 2019
 
December 31, 2018
 
Total
 
U.S.
 
Canada
 
Total
 
U.S.
 
Canada
Current
$
659

 
$

 
$
659

 
$
663

 
$

 
$
663

0-30 days past due
2

 

 
2

 
11

 

 
11

31-60 days past due
4

 

 
4

 
10

 

 
10

61-90 days past due

 

 

 
6

 

 
6

90+ days past due
1,784

 
1,762

 
22

 
2,670

 
2,669

 
1

 
$
2,449

 
$
1,762

 
$
687

 
$
3,360

 
$
2,669

 
$
691


XML 66 R15.htm IDEA: XBRL DOCUMENT v3.20.1
Property And Equipment
12 Months Ended
Dec. 31, 2019
Property, Plant and Equipment [Abstract]  
Property And Equipment
Property and Equipment

Property and equipment as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Machinery and equipment
$
296,078

 
$
301,039

Land, buildings and improvements
33,054

 
37,606

Furniture and fixtures
9,898

 
9,898

Leasehold improvements
9,023

 
8,847

Capitalized software
3,509

 

Property and Equipment, gross
351,562

 
357,390

Less allowance for depreciation
(304,955
)
 
(311,406
)
Property and Equipment, net
$
46,607

 
$
45,984



Machinery and equipment includes demonstration units placed in provider locations which are depreciated to their estimated recoverable values over their estimated useful lives. In the fourth quarter of 2019, the company initiated the first stage of an Enterprise Resource Planning ("ERP") software implementation. As a result of the initiation of the ERP project, the company capitalized certain costs in accordance with ASC 350 as shown in capitalized software above. In the third quarter of 2018, the company agreed to sell its Isny, Germany location with a net book value at the signing of the agreement of approximately $2,900,000, which is included in Land, buildings and improvements in the table

above. In accordance with the agreement, control will not transfer to the buyer until April 2020; however, the company received an advance payment of $3,524,000 representing a majority of the proceeds to be received, which is reflected in the investing section of the Consolidated Statement of Cash Flows and classified in Accrued Expenses in the Consolidated Balance Sheets. The company will continue to depreciate the building and expects to record a gain on the transaction when completed in 2020.
XML 68 R36.htm IDEA: XBRL DOCUMENT v3.20.1
Subsequent Events (Notes)
12 Months Ended
Dec. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events

On March 7, 2020, the company, completed the sale (the “Transaction”) of its indirect subsidiary, Dynamic Controls, a New Zealand incorporated unlimited company (“Dynamic Controls”), to Allied Motion Christchurch Limited, a New Zealand limited company (the “Purchaser”), pursuant to a Securities Purchase Agreement among the company, Invacare Holdings New Zealand, a New Zealand incorporated unlimited company, and the Purchaser, dated March 6, 2020 (the “Purchase Agreement”). Dynamic Controls is a producer of electronic control systems for powered medical mobility devices, including systems incorporating the LiNX™ technology platform. Dynamic Controls was a component of the All Other Segment.
Dynamic Controls is a supplier of power mobility products and respiratory components to the company as well as supplying power mobility products to external customers. In 2019, total sales were $17,174,000, including $13,087,000 in intercompany sales, compared to 2018 sales of $19,982,000, including $17,778,000 in intercompany sales. Earnings before Income Taxes was approximately $853,000 and $2,462,000 in 2019 and 2018, respectively, inclusive of intercompany profits on sales to the company.
The decline in revenue and profits in 2019 as compared to 2018 was the result of lower intercompany sales as the Company focused on improving its working capital, specifically related to inventory globally, which temporarily impacted the demand for product from Dynamic Controls. In addition, the decline in respiratory sales as result of reimbursement changes in the U.S. as well as the company’s strategic decision to balance sales volume growth with optimizing profitability, also reduced intercompany sales and related profit in 2019 as compared to 2018.
The transaction was the result of considering options for the products sold by Dynamic Controls which resulted in selling the business to a third-party which can provide access to further technological innovations to further differentiate the company’s power mobility products.
Upon the closing of the Transaction, the price paid to the company for Dynamic Controls was approximately $15,000,000 in cash, which is subject to certain post-closing adjustments required by the Purchase Agreement. The company estimates net proceeds from the Transaction are approximately $12,800,000, net of taxes and expenses. The company expects to realize a pre-tax gain of approximately $13,300,000.
The Purchase Agreement contains customary indemnification obligations of each party with respect to breaches of their respective representations, warranties and
covenants, and certain other specified matters, which are subject to certain exceptions, terms and limitations described further in the Purchase Agreement.
At the closing of the Transaction, the parties entered into a supply agreement pursuant to which Dynamic Controls will supply certain electronic components as required by the company for a five-year period following the Transaction, including ongoing supply and support of the LiNX™ electronic control system with informatics technology, continued contract manufacturing of certain electronic components for the company’s respiratory products and continued infrastructure and applications support for the informatics solution for the company’s respiratory products. The estimated continued inflows and outflows following the disposal with the Purchaser are not expected to be material to the company.
The asset and liabilities of Dynamic Controls as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Trade receivables, net
$
1,804

 
$
2,528

Inventories, net
3,008

 
2,980

Other assets
933

 
1,014

Property and equipment, net
707

 
847

Operating lease assets, net
1,870

 

Total assets
$
8,322

 
$
7,369

 
 
 
 
Accounts payable
$
4,501

 
$
5,183

Accrued expenses
2,108

 
1,614

Current taxes payable
92

 
50

Current portion of operating lease obligations
393

 

Operating lease long-term obligations
1,754

 

Total liabilities
$
8,848

 
$
6,847


XML 69 R32.htm IDEA: XBRL DOCUMENT v3.20.1
Derivatives
12 Months Ended
Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
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. 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 $148,874,000 and $165,200,000 matured during the twelve months ended December 31, 2019 and 2018, respectively.

Outstanding foreign currency forward exchange contracts qualifying and designated for hedge accounting treatment were as follows (in thousands USD):
 
December 31, 2019
 
December 31, 2018
 
Notional
Amount
 
Unrealized
Net Gain
(Loss)
 
Notional
Amount
 
Unrealized
Net Gain
(Loss)
USD / AUD
$
3,840

 
$
(106
)
 
$
6,390

 
$
146

USD / CAD
3,888

 
32

 
12,221

 
(101
)
USD / CNY

 

 
4,460

 
32

USD / EUR
110,905

 
122

 
70,748

 
173

USD / GBP
3,972

 
(8
)
 
1,233

 

USD / NZD
2,760

 
(166
)
 
10,359

 
149

USD / SEK
5,062

 
(38
)
 
603

 

USD / MXP
6,763

 
346

 
7,801

 
37

EUR / CAD
4,151

 
24

 

 

EUR / CHF
9,821

 
10

 

 

EUR / GBP
29,824

 
(216
)
 
41,087

 
174

EUR / NOK
5,797

 
15

 
977

 

EUR / SEK
9,493

 
(46
)
 
15,106

 
(92
)
EUR / NZD

 

 
2,042

 
64

DKK / SEK
5,936

 
24

 
1,561

 

NOK / SEK
5,151

 
18

 

 

 
$
207,363

 
$
11

 
$
174,588

 
$
582



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 2019 or 2018 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 2019 and 2018, respectively, and outstanding were as follows (in thousands USD):
 
December 31, 2019
 
December 31, 2018
 
Notional
Amount
 
Gain
(Loss)
 
Notional
Amount
 
Gain
(Loss)
AUD / USD
$
10,000

 
$
(94
)
 
$
11,500

 
$
167

CAD / USD
8,000

 
(50
)
 

 
$

EUR / USD
10,000

 
104

 

 

GBP / USD
7,000

 
40

 

 

NZD / USD
4,500

 
(101
)
 
3,000

 
30

NOK / EUR

 

 
18

 

NZD / AUD
7,900

 
23

 
10,800

 
22

 
$
47,400

 
$
(78
)
 
$
25,318

 
$
219



The fair values of the company's derivative instruments were as follows (in thousands):
 
December 31, 2019
 
December 31, 2018
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Derivatives designated as hedging instruments under ASC 815
 
 
 
 
 
 
 
Foreign currency forward exchange contracts
$
668

 
$
657

 
$
792

 
$
210

Derivatives not designated as hedging instruments under ASC 815
 
 
 
 
 
 
 
Foreign currency forward exchange contracts
170

 
248

 
228

 
9

Total derivatives
$
838

 
$
905

 
$
1,020

 
$
219



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) was as follows (in thousands):
Derivatives (foreign currency forward exchange contracts) 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)
Year ended December 31, 2019
$
1,958

 
$
2,528

 
$

Year ended December 31, 2018
$
2,098

 
$
266

 
$

 
 
 
 
 
 
Derivatives (foreign currency forward exchange contracts) not designated as hedging instruments under ASC 815
Amount of Gain (Loss)
Recognized in Income on
Derivatives
 
 
 
 
Year ended December 31, 2019
$
(78
)
 
 
 
 
Year ended December 31, 2018
$
219

 
 
 
 


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. In 2019, net sales were increased by $52,000 and cost of product sold was decreased by $2,673,000 for a net pre-tax realized gain of $2,725,000. In 2018, net sales were decreased by $1,352,000 and cost of product sold was decreased by $1,591,000 for a net pre-tax realized gain of $239,000. In 2017, net sales were increased by $517,000 and cost of product sold was increased by $1,357,000 for a net realized loss of $840,000.

A loss of $78,000 in 2019, a gain of $150,000 in 2018 and a loss of $78,000 in 2017 were recognized in selling, general and administrative (SG&A) expenses related to forward contracts not designated as hedging instruments. The forward contracts were entered into to offset gains/losses that were also recorded in 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. 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, 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, with the offset to the income statement.




The fair values of the outstanding convertible note derivatives as of December 31, 2019 and their effect on the Statement of Comprehensive Income (Loss) were as follows (in thousands):
 
 
 
Gain (Loss)
 
Fair Value
 
Twelve Months Ended
 
December 31, 2019
 
December 31, 2019
 
December 31, 2018
Convertible 2021 debt conversion long-term liability
$

 
$
(2,210
)
 
$
51,696

Convertible 2022 debt conversion long-term liability

 
(6,193
)
 
50,803

Convertible 2021 note hedge long-term asset

 
2,852

 
(45,887
)
Convertible 2022 note hedge long-term asset

 
6,748

 
(44,618
)
Net fair value and net gains (losses) on convertible debt derivatives
$

 
$
1,197

 
$
11,994

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. The year-to-date changes in the fair values of the convertible debt conversion liabilities and note hedge derivatives were significantly impacted by the change in the company's stock price.
On May 16, 2019, the company received shareholder approval authorizing it to elect to settle future conversions of convertible notes in common shares. As a result of the shareholder approval, the note hedge assets and conversion liabilities may no longer be bifurcated and accounted for as separate derivatives and thus were eliminated together with a corresponding offset to additional paid-in-capital.
XML 70 R52.htm IDEA: XBRL DOCUMENT v3.20.1
Equity Compensation (Tables)
12 Months Ended
Dec. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan
The amounts of equity-based compensation expense recognized as part of SG&A expenses in All Other in business segment reporting were as follows (in thousands):
 
2019
 
2018
 
2017
Non-qualified and performance stock options
$
1,939

 
$
201

 
$
865

Restricted stock / units
4,772

 
4,305

 
4,648

Performance shares / units
4,399

 
777

 
1,834

Total stock-based compensation expense
$
11,110

 
$
5,283

 
$
7,347


Schedule of Unrecognized Compensation Cost, Nonvested Awards
As of December 31, 2019, 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):
 
2019
 
2018
 
2017
Non-qualified and performance stock options
$

 
$
1,939

 
$
2,502

Restricted stock and restricted stock units
8,453

 
7,469

 
7,005

Performance shares and performance share units
8,269

 
7,441

 
5,523

Total unrecognized stock-based compensation expense
$
16,722

 
$
16,849

 
$
15,030


Schedule of Share-based Compensation, Stock Options, Activity

The following table summarizes information about stock option activity for the three years ended 2019, 2018 and 2017:  
 
2019
 
Weighted
Average
Exercise
Price
 
2018
 
Weighted
Average
Exercise
Price
 
2017
 
Weighted
Average
Exercise
Price
Options outstanding at January 1
1,885,362

 
$
18.78

 
2,631,569

 
$
19.44

 
2,542,732

 
$
21.19

Granted

 

 

 

 
756,420

 
12.15

Exercised

 

 
(184,549
)
 
14.28

 
(193,263
)
 
13.51

Canceled
(444,160
)
 
20.49

 
(561,658
)
 
23.34

 
(474,320
)
 
19.45

Options outstanding at December 31
1,441,202

 
$
18.26

 
1,885,362

 
$
18.78

 
2,631,569

 
$
19.44

Options exercise price range at December 31
$ 12.15 to

 
 
 
$ 12.15 to

 
 
 
$ 12.15 to

 
 
 
$
33.36

 
 
 
$
33.36

 
 
 
$
33.36

 
 
Options exercisable at December 31
910,267

 
 
 
1,354,202

 
 
 
2,029,773

 
 
Shares available for grant at December 31*
3,851,945

 
 
 
3,994,255

 
 
 
2,131,355

 
 
 ________________________
 *
Shares available for grant under the 2018 Plan as of December 31, 2019 reduced by net restricted stock and restricted stock unit and performance share and performance share unit award activity of (510,028) shares and 812,396 shares, respectively.
Schedule of Share-based Compensation, Stock Options Outstanding
The following table summarizes information about stock options outstanding at December 31, 2019:
 
Options Outstanding
 
Options Exercisable
Exercise Prices
Number
Outstanding
At 12/31/19
 
Weighted Average
Remaining
Contractual Life (Years)
 
Weighted Average
Exercise Price
 
Number
Exercisable
At 12/31/19
 
Weighted Average
Exercise Price
$ 12.15 – $20.00
792,284

 
5.8
 
$
12.75

 
261,349

 
$
13.98

$ 20.01 – $25.00
306,999

 
1.7
 
24.45

 
306,999

 
24.45

$ 25.01 – $30.00
337,423

 
0.6
 
25.33

 
337,423

 
25.33

$ 30.01 – $33.36
4,496

 
1.4
 
33.36

 
4,496

 
33.36

Total
1,441,202

 
3.7
 
$
18.26

 
910,267

 
$
21.82



Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions The fair value of options granted is estimated on the date of grant using the Black-Scholes option-pricing model. The calculated fair value of the 2017 performance option awards was $5.38 based on the following assumptions:
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
%

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity
The following table summarizes information about restricted shares and restricted share units (primarily for non-U.S. recipients):
 
2019
Weighted Average Fair Value
 
2018
Weighted Average Fair Value
 
2017
Weighted Average Fair Value
Stock / Units unvested at January 1
637,663

$
15.04

 
776,520

$
13.75

 
878,356

$
15.87

Granted
828,484

9.86

 
377,299

17.48

 
523,412

12.37

Vested
(309,150
)
14.26

 
(386,275
)
15.05

 
(369,128
)
16.63

Canceled
(191,912
)
12.60

 
(129,881
)
14.43

 
(256,120
)
14.02

Stock / Units unvested at December 31
965,085

$
11.32

 
637,663

$
15.04

 
776,520

$
13.75

 
 
 
 
 
 
 
 
 

Share-based Compensation, Performance Shares Award Unvested Activity
The following table summarizes information about performance shares and performance share units (primarily for non-U.S. recipients):
 
2019
 
Weighted Average Fair Value
 
2018
 
Weighted Average Fair Value
 
2017
 
Weighted Average Fair Value
Shares / Units unvested at January 1
448,294

 
$
14.37

 
457,879

 
$
12.33

 
309,468

 
$
14.58

Granted
576,737

 
9.93

 
205,164

 
17.48

 
336,694

 
12.02

Vested
(255,259
)
 
12.02

 
(155,766
)
 
12.82

 

 

Canceled
(16,500
)
 
11.99

 
(58,983
)
 
13.43

 
(188,283
)
 
15.48

Shares / Units unvested at December 31
753,272

 
$
11.82

 
448,294

 
$
14.37

 
457,879

 
$
12.33

 
 
 
 
 
 
 
 
 
 
 
 


XML 71 R132.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Values of Financial Instruments - Narrative (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Maturity of corporate debt with similar credit risk 20 years    
US treasury bond maturity 20 years    
Discounted cash flow, discount rate 11.88% 12.41% 9.07%
Discounted cash flow, discount rate premium 1.00%    
Europe      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Discounted cash flow sensitivity analysis discount rate rncrease 1.00%    
Trademarks | Other Segments      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) $ 587,000 $ 583,000  
Indefinite Lived Intangible Assets, Impairment Losses After Tax 435,000 431,000  
Foreign exchange forward      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Gain (Loss) $ 2,725,000 $ 239,000 $ (840,000)
ZIP 72 0000742112-20-000015-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0000742112-20-000015-xbrl.zip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�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�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�PQ$J3"P=G3# MO=4/Z8?B%(?BD7W^YTR)E9WRI[+43:WH_EP/)TO M9UDT0G7<9'_WB$W*>;#U-?#*,>!<^$ %JFQ29AE^#QHME8/M"BQ'7@EL?)"C M7N:'!E,6<.R?W?G>>!_X+LF"07\;I==LF6TPH=9MKL;TD!=/*%D3_.VMVP>KFJQ:,[4]&6VVW'![/-QB#^$5F_T9V\SI:Y8$VGX1 M/.H9 .W@_,MU,"&G-^&TNQ_GT=W2F/)AN29RY\PT\%"P(L;CNV22#;/Y?+3( M%\KM;!2LO'"/Y.*N'I#:1XW//\[NPR4&;V8D\OR0^#&63:ZN5C.YKDU M$D^.KLI_?/C\(?D:J6T2OQY$Q^?W8-'&_\]'X57267*=I>/%=7[!U6O/ MG#!/THO9-+T<)-^O1\/K\+Q?T\*%E*175V&"\EO5;ST,XSL-:VV>_)1]^/HA MN0X?RKLD^6UN9]/H")S-?\Y?H7[+\/+1T&[<^2H=AN_+MREOD5PNLPBH^-5T MN9A/E[/\K'S ;FZSQ2CWY(8C IUGL_#E?!'^'.9+<_[A 1"C\V\>?RCF)1W/ MBRN'NR_'BZB\S[++Y3!_NNE5F*6+T7BTN(L3D:5A-,(!\?!Y]C4W W,_<,1I MO%D^WFGC4JL#M9BEDWGACHR@"4\5EL#7N\']^<' 7%U"A4>R?-31S>TXGZEB M'SSO6!;',[E.OV6-41U-PE!$X?"A/4=:2W!IV;W7TE-5Y!W#H^*,W64!)L6F MP!.-XA;311K#$?;C>V>(>=+!U5,X <3((RMH>]GYR%LHA,*O%ZV_36> 7EP(!FX]T/Y%,[&^(:*7\R@(YI]+PLDW1>:SQ?^7 M#T#Y_ILV1+:=1C$00NYE%G\>)&XYF]YF^Y^J.@21,Z(0-0@C"@'45$FGRZE" MBBERJ*DJWKRM28(#R>E^)BF7)RKH"[_G6Z%[GZI&@"*AS"M,*&3>2P*,8U7( MB2#>K96HV<=454>% 5*D.D^%R%K<&&P0Z MSX*:F%=2V?,T$]"(>Q1!@[I=EGZNA*&;ZS4D8,K1'?(^S=!X4ZFQV$PR2?+Z*E;+W95 '(RE( M.0<"26A9T&2PMU"4RX +AM;"7O:[#**W/C[SEWI(.K$0..+[8HMHMQ92*9R[ M8JB^+55 V-"S8)#1 A&H)+7*4Q+L_U+/@@*O!2%VG2K:5@(XQ2=($K#.:-6& M*J$894(3Z2'WS);=WPA@#J]5H>\^2;2[!!#:DY1X0 ^K.N$*642+N2:'?(5\ M2/Z>WN6O_0)[.K_8OE=6G4.IL%,"*&2Y-,((A@VK MD@-7Q-_%1OY*>SE>6R M3X,:# @6^S&HXX3FGJET?IW<5K-53.@RGZ;OH^B[JSU\\< PHM?AS&)QY+-6 M+87<_W2199,\ZBSZZ%KT/)UT8-D6GJ?DOHKX89Q.!-5&&;$XJ&B.*XV9)) ( M+"M7!R+8XQT9>"T?;$>,X $1\&1]3@379I.VL6XC0@(+R[ARPB%9$1:3ZOD= MP$T3\<9:+AQ@>N0^)X)K1RU3%CCA@?4$&QC@!&2EMB(&Q5J>Q;ZFJG5UD^]3 MW:SUB_74\=7@ZX?<_6.Y,?G#IZ2Q7?GC_0[\P\.+@XI8LM8W-='K-C7QRSV*S3OOX2.W< M<2[,,)18 6UB=1+")*T,=X4D:F>2C]O'!P>$[T=U>'K+2:X?3K M))QWN?>ET:A8*P"1&H=EP152% &F:85_*!@[\-)X4[_?ED4N#V;A/V7B/T\K MNYK\XB F/ZV=2-%U9OG5O/L0>*0HVAYP!IAT7 BY'*.VWY MKJ;_6EV>7>4G' BT'SVK$[8_JYTPDA"AC<#4V6!(]K@.9OOSAIL&!#U&"6;YKO,F+IFK?EFC0 M=<[0$A5UJ!ZA""&A@BWJD">.&LWR2:;$!*W/KU79VFV2C]T2I7OU[+W51K)H ME$8.8!?(4"!P%)AL=9,J?LDT7:TR;ZD1+"WQME3[J?'>"$P2DXI-^D_I[.8FU.[)N3] MV3'Q*/LS5K\ISK[([GT4N;/C-94D5ZI]5LF9#Y=6[1#GE!-J@W4=5!'%K:7" MAM6&I#/ 4"3O=V]'WX:;#3]>+F??I[/+ M>39Y]]?%]VS\+0QC./=ZOEZE^77S>O*.H/8R",-*K1UIDVE8UX$)8[61L)8G M7XLDP'0XG,7DKHNBE?R\"8S^V%26Y[OEGX+"S)<=+(8#4>W^:V?379;360K;E>_9;CQ(P!-A]>C M /++02,MLKA^O,9H;1Q8-0QEF/0\ ME]+D=P@O^O?9-#Q&^/OS=!SCH:;)91B/P8,!&(_^=SFZC/1T'09J,ET4;UY- M[OT#9N$2VVUZOR(E_//P.@S=./O]:H5@2M&C[[[V6B;$40.8_%78#K_^6/UYFV7#=M[@; \W7[KTF"/ ME/Z":&/M+\J>J>_US$]HM]-.YF9O6I_IP'6)&J7DVBG2LDMCQ+4Z'?*E;QI/ MR#^MUN6X-Z#/L"C3/B9W3X7(]C;_E1V=- SI,RW==]I _Q*WR'>J3';XMJBO M?N=2:7GWU_]*@[H;#*$JCT87UN$K%\ )+/93?[]^+D_G_(++#7* M64DX188#21BR91XIIA2*Y^-]2M_;(\TX6:/A;C>#"[9N!\I%J\U 7[O.V_2R MM;/:CY7+>QH[R# \9"#JU3UB,"E#8D3]A1'DCH^?-;W^W2V*[8F M,KBYQ6%/9#V1]41V:"+CL Z5%]!@KH4& :V:24@PA 616S#W.X'(1A-P!XU'CK( 21H[2"F-$7;&*\R@8N[Y MPA5=LI!VC=7?7L$8(,9:Q'AG-8D34!A.'\*T#HR5C!GOL!!8$@5B/1,.<@A[ M 3V!QV0=M _B?V>SZ64ZOX[K12"(/O4([A'<"00WTA(QQ$8C09"SGG ;!#2D M$<%:&2[PAC2H-M3B7GBVJP=O:8R+CBK(3^W5OP27JT$*^/;/Y'*ZC/%Z591" MJPZ+\FYY=.!:/$0GX-[(9 %&&NXI=(XS[S0C'N95[Y5S#@1S^>UU[A80CP: MR#9-XIW7TVYKXZUE^"G[\WH2V8U$!*QU!H@9)= 8S #T&B$)<;$GX#RRO!M: M?_?<^CV)]"1R[B2"ZW)OT@$@J7<(&2X%IQ8S5I"(M@ZY5Y!(*QH$9+T&T:Y+ MOJ,&1YF>?>;A=^?DUNGG\NC?[VSF\OS"8A_F.[]8Y6I3H^J"TB0AZ5NDK10C M>5YWRUNDG71 1&]ZG24/8-SWR'L1$W#$>Q[H>>#4>( V6J8>=;_I37)+6PEZAO*;KLC@MJT MJ7O8]K#=%;8"-!J!H^M+JO%!PA9)K!/*>Y= M5R='"(UVCQ(B3X0!2FEH0!#;AI"RL "F6NS:?^6-%.[CRA[J^:#G@T[P 6_4 M!">4>84)A[=J(YT6:_.N;;IV[7-_%I7W6J4BG&.S!WX._B^!'=>U +PPUED)( MH:!"0((0*$0_81R YPO\; )_*PE^ \1)C]I6O?0=5>;_GM[EIMQK^Q^*F&5H/33V8H^UI7-U[V5464#"MJL$[6^]%^S?-I!Q\^]S7:BB&\D!SDI MA"/&,(.AX< CY&RYLZJ]6B_IMG_$=[9R.Q-M;L?TB.\1?SC$-\JP$D^XC-LL M'#)((&8$5VE AE"PUFMF=\2_5:N8 13G*)O/(GZRE=2A(XR-V 1P3NOF!=XK M(Y%%DCA."+7&H5*DR"_0H1S5F=. &D)T@HJ(;W#'#MBREXM M1@@ #Z6']Z+W&+S[1YA%]0;ATWLMLW_(SLRO;BS1[2#S#31)0+WY:7G0<@CP M'II8\H52C,M:J!0X;UJDR;=/,I,#QKO1E&8GCGU+E/7.SIY\>_)MA7Q1H]JE M]SQHII1:K'5@XECALO 50P"]:S'RI LY?IRUNE?4DV]/OCWY]N3[(O(EC4!? M!#U'P$ F#=<64J+*9JZ&46U>O[W?AFT/!@3WK'E G\$!W7W767X@C+Z'KF1I MG=A[G].[]G-\^N]ZEG/O *^;_7L^HRM^G7[/W%+$O_]3Z]"@_U M,1U_3^_FX6:_7,_*]WGN(=??:OVQ&^>O++(809Z?/YJ$Q5%\;MY@$OV)XY5U M"$&QQO*I38;9>%S^FE=?CI_#RPZKSX\,U9?1339/?LN^)W],;](U#_]-.OLZ MFA2/ERX7T^J+8H'GWWP?72ZN/TKY@0&).?VA\@T&H(W3VWGVL?KCTT-/X+M[ M1:(!RJ?5C.)&4/[PZ=T:=16_8?ST;T34O[VI#K,Y]C%]R9I.KF?1$?V7.<:* M4:^1%]Y1:)0T3(I89U0AC3'RN^#E2[ZLIE=)W#YU)IS'0", MI=SW GJXQ;+CFY?/?)7_]RE6BUH$4EA,$S^:I)/A*!TG][&0CY4*[)1-<.JZ MTJF]W]Z6V>A[S8I>W7=;WPL[H!;)WMA0Z(?B M'(?B$=-B3=7?ARK_F#E2W7?%Y'A@H^2! U\"YWS.QEF^Z_Y>444PT0@ I*PS MD"L< P:4P\A!"L%[^&Z;RW!.F-; *\> <^$#%:BZ#+,,OR<;#)P&$_YS.5^, MKNZ.VW@H%78 7F<30+31**#L:<4?/O,3VNVTD[G9.2ENVQ>TW9*\=\F:6?,) M[!0#DW_Z7N#Z8CJ^#%>X#ZKOB%9W[).[)PUW;_-?Q?1@@PMCS+:K*]+,'Z1._%ND3I](6 0T(;K6S7>=ZUO:):#V1'261B4;1 M1B4QP$@02"#D&%&@;%GOS7$4^.V 1-;9;@^0\9[(>B+KB:QS1(9)G=1*.>+> M6&DX!)Q+[0"N*@I@8Y_O%[X=D;V9)L5:;3#5/0(ZI6JRK72EV(5X.@%(VFCA M#2&"UEAJ!478*"XL+$PD[#"$^JA,I);K2:-6FWYW5G$X ?W@]"'+ZL;;T'@- MJ0="8VF\H(HJ41@#7B NVY"A1]SP >(V^\3TH.U!NSMHA;@'K6;4,:(DPLI MCQ$.*"[;+@"O31L6_,&AA@4^!:B=Q;Y'6^T3CK YRO,@E:"6K(8(CBW'0%MB M@#;6$82=-81JJ2RC1Z,,'Z"H,X"G;>V>L[OMC-D U2*;8J49E@)(1)'%TGIG M96GGILE*6>,"&"%A_(@,J@(D#@ M]ZZ_]R+]31S81]AX87O [J44[=L76=V :E:+>,\A!M@#J[@4QB%F,"YKK"*( M.7][A;\-,WW V^V=O+%&:QM557N/VCY%]7DB7]3RW O,"5",0\HQL=)C0=Z&F/0:P1WZ/_#-'O@2@#@IF4"F)%!%>>XDQ]@R4==4=$0K*W9'? M E[) #:([95EWQ'-?BRG,=KD_].V/-PMB_>SWX_^^<\^Z<4:;A-PMFI1T)( M(.I-5N> TU!B!;11D#+")"TL+X(5DFM-Q5;-J$)H/M+31KQ%W_J71A.#K7VQ MA+=IN/6F5P=,K^Z"]_FN5!*"VF,J )$:!^1RA11%@&GJ2_1"P=B!T7OH9*05 M_,[#/ 33[GD@QT*]9]?ZND?],:!^ ^@;D1#:*D\T0@(+R[ARPB%9@9Y)]7P> M]=:@?RM1B^E)A/F?11AC*WD[IQ:H("&IU6O$A4 2>ZN]E%XS2Y4JW)N64>*? MCUKJH'K==GK @/,VHY:[%^70NT[.D@(:40W:"*0$-H0)+I@PU%M:Y!HX3:1_ M/D&HDSKZ=B3PI,CO@Q5[ CAY F@$-S!E@1,>6$^P@9P@4-4](HA! 0ZEK[\2 MMF[081K5,!5!; J7#%A-.O;254NVL(-"W)%/[A* >Q#V(VP4QJ6/_ MI%8<$^HH X0(0KCQI6+,N+10'4(Q[@7H&_BSSSJ-IU5;M_.QOHC50ML"P*@A MW IK%41>"&W+4CF4 .0ZH7BWDN)#9:NF\1%X>](-&H)"Z) M(M@1)X&C'L4_3>%2C\W6#FW!OSICZ/"A*Z]?7"\*>FF%A@X8$=,3T#D2T//\ M@QM)2X1#BA13FF(8F ,KJ:L"X$0A\SKO0RL*"!&'S30\+@7DA-I:_3V]>ZJ! M]CEURSDGUU _ET?_?FY

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�FC-.,":< &$8JKJATPEQ1UR M/O2PL:G:&D&I."=;.V%BP6%%:FNJ8:>M:2"YL+]R@F\S-V@SP M[\,-3A-N$/_+O_3A!@^CA0 U6L0.($X8LT1ABS@B!-/J3-';[2<,-_ ;V%&G M/QU(W/O\>Y__&2(#:C0=) QJ;]MK820UW@Z@K#H.Y(YAU!6#O[LXT9%1%QI:Q7#E,152!)UAJ$3MB_L+BS 65]:Z,>&6&R)NH;3.*@\7I2.<+1Q(4'QLY$Y+KE"5&EI4.RLB8D,36.+LUQ@ MO;'5@L.E$W80 GR 6:NE(/8FE,ZJ1CWN];AWSKC7B(753F)IN,4X-DP+306U M50(:CCEIW;/4"12$Q_,3]P#8 V /@)T&0 E '<0'O+*'$<$QD#;FB *D4:7X M:>5@"PZT;D >)P,JCN<%[W&OQ[T>]SJ.>XW@9>Q,;)P%4#-KA W=UZHV)]Q9 MW7[T42=0D(I6:XN\/@3,?7\_+!(_RNK[-I[=F,QD/$W?7J1HG?AODHF0Y33]"+ MZTA]-)& ]%VA,/A79VGCD>%I?FKIW#]F/%W,(O]O.AG?C,.3_0O3:#[._O!O MR&;#%$O3K;\G(U'XV0^ M3K-Z1D^MV<8$_1+FH_ M^H'6BS'(G_;%2\X?)EYT1O['>ZLU]E]>7?DOHL]W#U^\E1;*N;^?15[\>2)+ M)M'4/R\\*(PW?]97/[%*D%=OJN;G+ZNXXMG4&QP]>]\<1G?(F\7^;YZGDWS? M I'?YP)/9F%Y&F2^+SV_ZQS:["91B^^K,5XR_[(?KN?E?';Z0$" &,ICTU +?D!RC%?Y?^$K(O9PH."%V[.ZV[385 ) M/BZ\*+M9(X$]0D/.G0[Z^76(G$L67#- #XIK.D(XX',WO]0$6#OJ7$N.WWXI M+F,I'O "GLR/]Z!UT8*CC1[F:&-O*F=ZZ5!\+++AOJ/\X_ Z'2TGZ8>K#]YZ MG#<@RPOC)[W<62V:/URM!/:OGD*"N3 =IFHZJK^>9>,PDU]FPWR)<@4OS%$' MY^:;!U:,2>B,T+$"D,@82FVY+::, <+(O&U$$@MC%-8 *2O\$D$F-,\OA0X8 MQ?B;*,V&R6W _/DRW6+MO9!%ZQYSCZ1E]''#M ^NLO]>7],RV=;8-UO]+I7"K!_7 :G\H@FJ?9;;$J MD[M!/I+9" 'P"*GC&6AR1 M+JJ PD?UG9<91A'/>.%8=+E4& *Z3DR!WX6 LGW:+O84> X4V.-@3X6GI\(N MX^"%UZI7O\?1#\$W]$+,^>A02NK/O4,OG]&_5US[ 6'K^\WV16/:D:R[Z2&E M# &."VBMDYI")551#,<*A, )J^9Y^O7$^[R2%^]GT]HKW5X>$!CXS7N)NIFG M994^!:B'R8N"R:=[%4L,ZV(7SBGN9.P($%APK2&0H,1)1:7::%Q0@]Y#N3_O MT\71"@J^,&[NU)WX17H6;"+'T>CPF*V+>[3MT?8LT78+V.(:;+&U6&E'%%,Z MEH!*0^,";!UR4NS;/ZJ%"HT=4DKA@/9*:0^3/4Q>%DS2&B8UD4Q('BL>"\D8 M-]J5%>\MCU$,V]!)VRE?V2'89/QR,?.LNF,8]:1_\_P;]$K,Z_!3X14F141, M!(&6&:TH*!OT0AY;?$(_GM^GCO"^:-F-UUG=YPQ4G+-@WVW^)2%7_$N]^&:$ M"*0-)11)010O9#D!1!K<'?_2"_/S+OXEVB97[^5&ZJ2GJ(>!;L# TRA 0(T" MC@EMM60&6^0EN3$4TJ(2DZZ6]X/3B#ZQ+& M2%+ +262V%A)0:7@N- VAQYQ0N@+,+BA+A?_Y1]O??6G$:G%^? M74E(K8?$+B2]*F@IT@A(@P"A)3YH"$[I3? ;V!%OPLM%!75623GG,Y:+A@(F M>TA<* $L,L0K$Q7D-0A6.1<,XUZXYCHDO0\"(!+STN]+CPLK@@^ H7.$,< M4,F!A I+2 7&I, %3*VTX'2NBA/BP%%[X_4PT,- )V" @AH&@AM!""8<,!0) M:+ B%0QHBZCNCB>AAX5.N1A>A2?AS3_]3?]ZX5$&%-7<#ATT0!HLO$6 ,>J(\L_[*(/SD^*OF'T):S2P$8III5P<2\4!B6/,R@8V MULOKC[PLN-[LLQMU([BF*)8DPDH(Z"@I>!LK&5I[._ M3\B[9WEDU_/N6?"NJ'D74A9+KKCA7%C!)'?"E$:SYV>CNF,T][S<'[\_?_;O M_Z.=T/PS])TQ4,. 4AJ)6%+G.*'4(2MP67O#48/IOB[T%JQIOX%=4;]?*LNQ ML^*]]Z*_5B38$O[/4!V01Y1T,1<&6DN5\6B A2M3^;1BL>N.9?["T+!+^#\$ ML+/U)3J9&-!#RFN%E"V(0FI$P4 0$E.LL&"<0"2$$26B& R).)U_H#O*!>XC M^'HD.$\D8#42 (.)!P!*)2?&0"H!-Z69002DK7C]V_$V= @9SAL6SJUF_OL/ M_Q+]$-G??[M8]R(3C>P>[MD<2$V48=H:(B6H1#_CRIS2K_#A7_PF]>[$_FB@ M/QJH>9<#O.)=BPP12!F+#="$:VTEKX2UX[R5>+J6' $]+_>\W//R?5Y&J/;O M8QM++2"" $G.K+2QKFIK2\OL"4WPT_'N?=^=Z'FWY]V.\"ZI>9<0PV/L$ I< M&QL'N6*E')8ABJY#1G,OAT]C&Y_'*;WZ_>!3^BW=;<[0O<99 RF@DI!8:F,. M7 R(@!!6I_@Q,"?,E?<;['>W"U*>#V2[CO9]2:ZS&D+OB+]0)!&PKN$)B(J% M-1!AQ+BBWDHHZ_DZ 3 7';+].X,L"/>PTL-*#ROW8$6 NC0PCQF*:4P1MRKD M[F)3E19U*E;\E&Z(SL (! /1:R@]E/10L@DEJ(82#"F#5"OAA$)*&DF(J#04 M9T@K7;!:"R7H"+0@=-&P9 M=A_[2"/A4E(76X0XTI@K$3,"0(5]#!C6@I_G-!D6?$".J/H\L/V=57%Z".HA MJ'-I(J(1RBDP00YJ$7,!G<%"(TTJ7[,&LI7$T7L>HM.F=O VCX=W)HK7G^'1 M(UF/9)U3IAHAJK&,D:,R!L9PP!73L,IW:W=H 'M/7[U/KQ^%U.EI.T@]7 M#SE0LY^G'Q>>RL+?/URY\329#L?)Y-=9-@[TX9+Q_%^3R3+]Y-^D)[/A'V]R M1@H?/Z:3-">BM]) 3I"E@AA,+)8.V%"^0EF,G'56O*W]Q@#HV $( 4#<40+\ M13:_%"DN1 S>1*FGY=M ,/-E^N;I5+:_]7/H\2'H5^/Y#9+ M?ZS^\M-])'BS\@JO#E\@>_.XT[AX!Y'?_/1F ZK*]S_Q$]COMOYE^[SLW+(+ M=SHYY >>'+:J+0X],*3SP^>>?_Q:X,KGV63D'Q&GPUPS*18%PT$49-!EV@?] MYH?-%UT[]3L5!. 34,$SUN*(=*&R+%UD%PX"E[O]OXR3S^.)-QW2G@8NE09Z M"+CH[7\: LZH)4C^P%$ZG,US!]Z/2V^%SX/]G:M'E9,@. PJ3U[P#UP7GK\U MWT%^9Z0^FDA >B!AG0$3G?O\^KT\G_GU>WD^\[N8O6RS]CCLJGA^\T]E/'@T M7,[GZ71X%\[&0D1XE)81XOD12C@)>REM]71!V7N=]FXC@*Z?\D* &D58<$C" M-AA0P)0EEE,GRTB3V,4P?J+ZX>H4K'F&EILY6\)X=3))IL/TXW6:+GZ9#3C\L_.Q,3I^+PFZZEZCP9-)#=='#B0_/2WF(5UJJRLI+ZS>V=@3-6*LA,9W+ M<;CDU*D>+5\]6I(Z!5T9"#7E2,4(02Z1DU4*>NRX5O"9:%EY!>X.14PU',Z7 MZ:CA93ASQ*2\1\P>,7O$["9BLCJTB>"8&\R-IAHYP05R."X1TY*8\I;T2]'K MET]DB8OZY;,0 M\]+T2P0OO<'!V1TX3F>+_M#QY-*E8_/K]_)\YM?OY?G,[V+VLC]TW.W0L:] M]H0%@3E?61!&8,.05 9;R02-E8M)Y:%VCCS7@CBS\[PC54?D?6G$2_6_],#T M%#!)5KLV%(&68DR1D(HXZHA&*TIM].#4@].K!2<" MZ^*%CE(-&07&2(8U-D*"JA45<$!ME ^XK%.J8Q5^[8&I!Z8>F#:!"=? !"2* MG<&8*R8)0998NSH^QU2:_D#H..!TO)I KP&:]C@>PNS8SB?YCCYWFM4MGV:+ M9-*H4;-/9'M?S^S5U3/S4-J(1%(&DS@&3#K#.7 (.RTJ*#5YD:7N>,9:0#"! M^SJ+YW!"T./2.>(2ERM<8M0YBXUV,878(8(V%C?_UIF MB_'5W6D*.5_M'*D5);GPC9+I*)K4Y!XE\U #>CA9CM*1_TN4R^NH%-B1JF\J M626R?]VFTRS-!M$\S6Y#]>P_T\E=E)>*3B,SF^;NTCQJNV2_*.>_[-U!RUNO MC7CN8HI'A<]+C^&%ZJ';JRN_+Q^FA>[EB66>7OL]RR_RM).&=6 M1'\9WDKSA0IL]4A%="_5/-TO;Y:3G*!+YFBN:%0L:?3=!_/S]SFC!#98U:,/ MSW[X^K )WT=?DZRON-Y6Q77TYO$3D>(=6.Q7*IR^9%WR/:O"[_43NL0BZ/G' M^[6@Z]RC[W:7JIZ#/<>6"4C1,,FNHV SY0DUSES*['M]LBI2^WV&;1 M"2L 96A%\RCDO.KL6>FJ_GLYL3C M:?!VL4J>P2O&7\Q./+A*:URQ^(G'TP-,#S -J1UU!5%*@1VTLH)E3CRD=04A M^N[G:5IQ<$%@)2.=>)BY@Z?8T?P?^U?I$>H +J\@;YIF6?0IS1:>^A\"GFYD M9Y8LG]O-&_Q^9,/FB=C$?T^3>91.PYZ>M.E17[#FA8]AF*C33:'1E"G*0GMB MASG3U-!P#*,!(<9M'A _YD#\?3I/_5P\T#[4/313\W$68H"7<__GK_[[V4BG MP:C^E/RUO4=[>['(#SI'JQ'KNS)4^;>&E;[V#N/->>>5BO*Z%L^M)>U+R)YK MLD2/F*\=,3FH\V"ML @#J#DSA$L+'1*H0DS.A'C\X/H!R&E:O,XK5@V+T]N: M/WLKLX#7E<93*HR-QZ&S=*L_WE: &3#BBXA4DU'A?U:6:X!7]QA 7YXZ"&QHED&UJE)U5''O]L$>SMM&,U=J>04KS.$84 MZEA)2ZC4I$0SBC%\(KK[Z$;RQ4$:8SV@]8#6 ]KS 4V0%:#%!CG'.5.*&^MB MQC@LSTFP0X(\D>1[&O/U[%'NF.9KAZW4%T2[,OH;@7:BZU]-N>@7G/ + MQST)$]O$DRYX:?=)R3KGP++=C8DS7H2+G7B_^WTL5'_8 MUKG#-BD;/?!BS#350FNE"3.$0 W+Z &)H"-MZ#E'.R [32^65DO+]8?\'1 _ M9S#7SED2HZ-F;S0A4<[]>0#)^#:!A/ETD!FOEEQ8W;O==OCCZ'"")X M;PKYG]?SZC&WR9?T[>=YFOSQ-KGR@_HQF7Q-[C+_LA^NY^5\GAKD+C[YQOUK MI-S!RG$WR=R+WV)XR7(QJ[XHV"C_IJAE)N4[!B3F]+ 2<_C-XUIU\2+R1(4Y MC'>K^K;S&>.FT0( QE*^#E=_.>2K_!]___O9PN_U8A:Y\329#L?)I*ZC>*%G M.Z<\SWG,(DB>,[OH>AXTW7_(,%:,.HV<<)9"HZ1A4E#%I4(:8^3V6;F\AFE1 M8=-#69-(DC,^LU_G]/X ]+SGM[LL.$$LQ"-!..S$<5;]4ESB4CQ@MCRKRG=[ M'K '+)%J((]8&]^.QMGM) D/S8?X.13E_BEJ%$;^=NURO[S)HI G4:UW?IN[ MW9H6S@-EO3$1L1,(&*0-@]@81D51UALYZ0!\RPK_F7]$.E*+9]_.MYA)+UC> M^TLRGF;1;!Y-9EGF5+JJY^EBX6DU79[OO5?!^-A5N% MP.7%].=K45+3=!%ER23-2_47#\K+^(^G?_K7S.9WY:^A )N_?#C+\G??SF>C MY7 1F'7TZ)VWR_GP.O$3>Q?]/(TJ@GOV2C4#"IY]\Z QPZ^IG_[>3QI/A]ZL MS=+1WD^(/M_M__K";?V/3_NM0VV8NML2=UP9)B@#B&*&$,.J[&G""6W';[W# M^?RAZ1BK7XN OI7%]6"_E(]AH[?YL<'*C0V>=&-3-/ B:)LG^_ED$'CI048* MQ?;W?JP?]FN@S[KG#I)&06@ \P3*'+8.$%?0)^2*$/DT?39I\Q40IO'[_>&J M5?)$ \;Q<2@T('J2(^?M/'V[2/Z*JC3^_0GD2Z-X^O-'Y%GEV*39J$/(B&"< M8R!I3)#R1"MC7D*GURJL>R70V0:-<42/0F,'ZP2B SK!Z\!<67>'Y58P(V)" MH/'_P1Q 5W:MMDQ#_$3=HU;/LCNN$^P2P@<'N-/VB--&%='HD:KF)GN*!8"F I MM8*6JJLB3F[T0^LHC+:@'V#93>V =T [>!4> X@:O>,]]1KBM"=C";0"E#I< M(BZG2&]4_7H6XO*.(6Z[K@+(7Y,N\#HH$]<&&7=<98&$"Z'3FVZV8U9GS'FTT:S=$2&=I,PR M+@GTLH!5CN-8J*>$00<2#W=23=*))Z$O?TNGZ3R9A-I;HYOQ=.Q?G ^AZG#= M.@-S<1P1,3[=Z5]RQ@9IXZR/&TF4U=18S2BTQ#H0EYH[HDZTPA)'RU$Y%4L\ MI2_1XXBR0UEA?Z=W;DD

9)$/D(_0O\O[.KJ\S;6GGHT ]EW-#B M.ED45_MMG>7SFH^*654#KL<;6"<\TU.97[:[R+]LE*]%Z@GX<_!Z>8/N-KG+ M_UX,;>UE_OX0B^0)X6UC9@]5TLI'E"T_9XMDNA@GD\E=-?K/=QO/?&!,JT%T M3M%N5_U'I+V0LG(%O\T\V56(%"5?YFF1I1!\2'^._=HN\FN78=%OD_EB')R= MX\6UEQ!YF&$ [+!1?K\"%86KTS_+N+/$/_HJ64X6!7%L7/]UMIR,/-WFP>_W MWG/7(.&PT?D10G*7A[2-EFD@C(?N6-0S*^NSA6^2V]O)>)B_9C7#\(1P55+4 M)UM[9DE;L\U7%,\,O\Y"(X/Z<>\B#]*>=SP/3=)!?J._Z2:K(O+J]Q:SOO4_ MCOW4-F:0-/>C8O&"<<=9P;9)-$GS<=0SK'?3> SP#U:K]RT"GX^6PS0?=N/A MC2#!8A'\8+\6^/3P,CXTL+55O/^ QLSNK6W]T/OCS1WZ(2XW2([!^MIE^7M# M&;GAW./!VY*\"EK-@B>C6*AAOL0+3W!?PA[]_^R]>9/;1I8O^E40FO&S?8.2 M?93DN'C@ZAVIZ#A]?2[Y72[M;#7(G;UFQ^C6D3KMXL8W]7+\XOR M0-W&XU[Y;G&OXO5QKPU@TCIJ;-ZN=+3">3D5'%7BZ(#(=U1KU*AV[TV;3VQC0_;/^9]0,XK#)/^'K@-BN=^*_O MTJE;3C],7[6[QHOG?M@V-:J\9TW8X)O!9#J+_IP[VG1+ZG;3R::LMT3D2U+< M?=C&;.B/O\]C)QGY[0!E"X&:TS")"4Z4 1I)@H61B2Z=AMHF\88.E%>S2D=RC\CR6J(K M.M8'OXC_A]04K/IM01L:?.G_(ZF6[6,V&HPG(4DSG=%W -CL:N(VY<&OW(J2 M]=-X]-D?Y/ZIGQ[NLQ7_2_7,N4]0&009UU_[G$;UX1?[.@O#WA2K]+-CZ<]N MW)[<'-#=>XUF4;1U6;C8D5J>(Q98T\PEXE*HV#H%G5 CN4I*/QZ!5F]PFM1W M_4/@HNGL=S>M )_7OSF=P7V1?E[UZYT(^3BB"!]4%$06]/,6/>UR?K>!YKEDF-PKLCH$=50!"DP"=\3JA"5(,KPB^OW M*5DPALW2V7QRV62"28^(_4AK/9_E>9]W4AH^]"K%M["3%9 XR)7"A;;:8%1$ M4P;(=II%:YK:U$&ZX\EE58WOJ*JA-56M+5H:KCJ&$0(-L588)[XHJX1.8!E, M[T0EN(N6M@/3DW>TSO1(C^_2P:@U3.^H]%)T-%R%US!N-98 48L31R,LD:+H ME@D81W)#+,$..MH)$,\..IH?XA%T-+00A5&[=#2"*ME5$Y$H8@!'2GI?/1/6 MZ6@&0J)H(M>R>UZMHZTYZ%M)7-LB$^G!/0'3MCH:>I6.AM9TM(65$YV!DE9K MI:Z-C96.M21:4"AC2D"1UG8R$3U!]Y.3UNEI MIS2J/7H?'XL;R'\VX.D7NWGZ93LJ7+UHY=I7X!AU!8[K2W5R!8[KA8I?4^"X M7ABYY0593Z_"[;E706UK(>R&:D;N6@F[59WDCTD'W?Q:1,XOK%#=53CNROIV M2_&2I=BJPO&>-(V-!8V7^JT\EO2[:GG^V+_-KN?#[->;A4FER*"O9>%7QY^[ MK#P4?W.[X$7R43]3H^OJX_$TA,&7J5U!B/(Z7NRK*K_9H#'&*+;0R!@ $6.D M <?:F$757[J;N0M .?3-W\\EN;GQ0>1'._M*X]2(AS1>6'CHHFD;?A22,\7SJGCS]_OU6 MEIZ+4IE#7?5=E&6(GM66Z5,M?Y[X:LO;SN9E+;40R'?TM>A5WM*UEKL,_6VQ ME_RYCL-[$%P?I>,U8-^:DL/?7W-TOQH/K]TS?%9_<2JUS3AQ6:Q\J WW@GH4 M)/6.QQN?:X$+051: X7C[/>GK]G0R9\_NV]NIY'Q[;=W,N2L6FO/BB:>[31_ M!(/%H0BE5)*B5?WH0O&AHX7=:*$-QKV.5@Y/*Z+1X^7?KIG_[W0$S&0U/6\M M2G/L1YU-[JJHN@,A[:.+NYW8TMR:_7LC;N,52FE<3%OUL.TPX12 D%C&/^6L3UEX> ?E$[;:56,A'7[:2K[9X=_Q0>0T& MV22=]&\??LJ^9,/ERG#E-1]&]_/9-%R 'G_DSUDZ=>\,J3F3[,^Y;_>W^7FU M*Z>_9[XUX LJ_[[%BVA+O!QM^:]L,KY.I[?^R! (HA^?B[)L@M@;X=Q&G4N- M\.X)RP0=:I\Y:G_W#&Q36*46NC^TY8I3Q+4""5))V5.*QP@Q]@1LKZ%H67_S M)1693RN]&+^L!#/J(?ALZ'J3M%@ARMZHLSENW&2^/3(.OV)).I#N0/J HC6M MI7\++!$02 L.J5 $"!CC$J,Y@:@AC%XK$7YR&/UDCY\>D^QR!=[S\Y,EJQFL M6YLQ%D8RM >'2WL0I9:U2-W'Q&!J"6=$JH12RPIE70E9%91X:=;B'I7U]9>M M)"UVROJKL:NU:O<9:-=G B;/ZI"L*B*:*!1;0Q@#!B(:,X84RM&$Q%P;TPH= M\NBISR_4(5D/2MP@KV^E*K94&^S@H2WP\!PZB H=,"-(QU80 B!2D(/8%HX! M"A6(22NTES:@PU/:"^@)T"0JM%\/.4,_:ZUH3J6;A*HV.V)%HVO5&A!AL%)8 M? 8,@ 9+(8TE%AN""C,UD9S8QTP@J\52]Z6G+%[0.1+W9E=IK=)RSK["2X>@ M6G]U+9064% D92*DBC&&M*CT%,>0/5:OV<.#%S("/)RUA^Q)QYA;MPXD.I X M29!XSA;"2%5_E0I"N01QS+E.-!=&HJ045"C4\8XH!&^1F1BCZL2M0$:7J02D1Z# MAP2)L]2,3M^I]$LVJ]6I"G6>?+?BSXYHI]%W0\5N5B;;K5B]9I=;*UB=L_6Y@ZT.M@)LT2IC FN% M8TH0@\A8H1DSHK#"8ZMB"%\!6\\JI=O UVI#J!Z4C9J[SQ#!=J;A#N(ZB#MU MB..X,O1KR; Q@&%"--8:451*9@!8B9N!.-$8Q,&>E.2R,>[1"ML;>A(M%;NN M#_C;Z\'T?ICZUX=2N%>^[/2/4:WH[+=+ESN82F?YU**J5\JWC=1^AF#'XL]P M>2_6B@?7F1.Z/3Y8-ZOG%^<%U;8W;.RBR?TKVR7FC67+_HRKSUCMQEA=/@DM MS8;SZ] 3.?K5W3N)O%'K[2?O6OWURBUE&%G^Z-7O5>CMN-H[;3!::6_K4"48 MCT*#R3@=^IKITV7K,F@Z%99 MFWN]'G>H7^T-:X,;AQVCV? A&KCA]OT(KQ[RMX1QK,]F.G,7Y1?I TSY]MY:]?1]N72O\Y?<@7$[(=JZ0O MMPZ?9/W,D8X[=FX=V]R.AXZWX\G@7VZUHD%H%QBVP?_B M6&3F"/5F[C,4:J0:R'FU:'S15OSNSNUH>)'C$.4HV;/8?+AH';UI#/EP-W=> M?81![M('=T.(I7 /NLJBJ\'-?-(/?!KZ9O;['BC<7^[H]N7>I]E].DE7:]N7 M36$#4V7#P5UNZ':3_YP%Q C=%%,WBHE'BG%>+[_JK.BIS%.L6T??M]A1T]NB M;_&[US3G:R,EGTS?P^O6]>K#N_?J2P,J3@%&B61::XP%Q5#'/)%:\A@JR2D0 MOL5$U=+L-7MT41T+#M;DK]ZL[S5-_NK- 7=P^1RF>5LSRL2NO=LNP.-^S%#( MQUJ:G5Z/QY8&ES;4(ZXJ*=\QR?G-K^OQ=YJUK[NE.(D>?\VW\-QL(MVHIFS5 M]&]A[]:#:7\X]A'=TR=;] EKB=*&*2$ U(H:8W!IS+,B)K46?4: F/-80D,$ M1Q BJTC>HD\8G0#XI$7TV?>LM^C;6E,AK]X:LG9RAB\?Z\XR?;G:N\(A9%D_ MKY1.K]@%[:XR!QS="OZ2/=MER]'+-WFCR0 T@QF_S2?3>3H*]AKU,8D$ KG! M:1!2+*+Y-!A\K-LOZ/:.CS-J(/ MO>C#AV@\<3\_>+/KV(WOH9?;E(HKHJO,6Y3\2V_=RF336?Z>_-L/]>\=J/JO M"ZON;9E#\B[ZJ7A4,1\_KC_G8V_&"J;>8)A+@XT[OMH'\;I<-AW7!?7];Q MU32;? D:S=J(JXU8VHFKU-.M8^S:J\JWWTS&=]7GT2SKWXX&?\ZSVF#&H\S/ M]FZ\[$VHOV$^JH;U0G/F<=P%+T"BG8 ,[P9DE^M;N$QG@GO_0P$1Y3,??\+F MP^7=L6%TDZ#=3O/_TYZ5!L #[P8>Y$US#;YSK[4:7?]4D4J1V'G]ZVB1UAFG MT\'T^?;=QE".8AC3&$B+(49$P7+H"F)8TPU$C+C@&'*F?40 @MRP0C=(I/3) M_]L)]X=W%1U[5*$==V@]'>2Z<.1[X'(RB,>WZ?S.'?L/5;Q Z;M_1 A=B"-W M!1EXB<##9$$*7DP8[-#D^J0=1$WUJX;/.GXPWZZKLSQD"^DGG%-;/O%EPZ^O MVF3\M72FMNMF=MG*ZSB&Q33NA>6^Z%LS5?$R?*Y;_X\SG_+9S2^:_U M@@OY)^DL___OV?W8+=+H<_ZG=F)@VXJB7%)N\2M08Z^4]7]RN\1O"YN-RLT M/^=F@$?/[$.-SVLN'TI+R=%'DXO"T0_1=S59^-)++U]R+]2/E1'KZ,09HHV/ M/XJ%]>[H0\FK&5TX=U[RX=9QY^HH_EZSKA]],(_R9R>%7ABC%KZF"X?J2Q:D M2F_CA9- !P(?-M) 2^-IMYY^>.1UUA]/@H?H_7SDMM4;KMW#=-8/Y:XB#)>] MIAU/G.M0ZROXJ4KA]J("O M*#$MBH&-'JL7_K2HV\]KMG,U6X29/%K0[F75T1>UQ\<3)U6.3$',!7$W7Q]] MM=O#V==';UW]EPZ &CQX3ZY"U4D4H'JLKG,!JARB!:@"0;51,(Z!45ARAHTN M^GHR*8F^#%!M2].)%W46[CKJ=(!\P1(A1[RJ:TP1)I8G&B>$$:UC95$)7D@B M=1'@A5L"7I$\:;9^!&UDKS<2"4XD;0!,:)(D8;4(: $R#,F"GL) MVI^F> ):7G5QV=&K.BC"PP9?^O]8:=LEY=J.$L4 M0F2!0DP;9K3BA,M$T819*I("A33&6M1;IM^1-NP70+KMY%]'N>J\]1 MVWQ2R02H226S Z$V@= % @^IY1\GB4(HIHQ;J@E+&*>E\DD0)[#%XL^^%<=. M_&F-4GJJNB?JG(\78M"3K,)4;1"#A+/$"FXAUL9:56"J $AU*N7K,-7S4;+@ M()NEOO^0'M^E@U';\+6U MP90,=E^"$EKS*!"3:8*&Z5,4@GVG(A:8XC-!$, MH$>4PD=Y9E_:X1,,>F&:(NHQV&2T:N>.;!4$G3#L/(,ZLE9_@& .$PIB1HTV MW/U@I2DJ)I+L+?KA3#7"3GKI/)./:H>=9[(SS=6!6 #(.\]D9YIKA6GNDI'G MHCV3 F"X0"'#8HT9! HG,9,"&XE,H81JH]73GDG4>2;WK&\"ACH0.E,0ND#@ MH:#S3';B3RN0)RBE/X3.UN7GC3Q[J95\*SJ:;QCE5OWN:V0>IT-'F-G'VRR; M_-XWOIY/)@UN'T +^QJU5],4OUG2]5?Q-R=;18,'7TRB=1>4F MO?K]987#_+A9;8;SZL>%*6Q]=[W"XA:OGGACB0.FH3N)I]%W@Y%;O?%\ZH8T M_?[]HXWXUG9^?5=K5R\=HK[)?9TH_-_UQXT\1@Z7SED(\E,UP$?4SX;#XMO_ M_0:\"7^[8?;+OS?,_]/@SE'&+]G7Z/?Q7;HF:A0MVH&;1]'&RJ'F,+V?9N_+ M7WYU;U[G5JCUA8HYOYB& M]5W;LLO:[$W5AR^4R2^YBV=2B(M';RT<1/H+!Z!+)D2OUD4=$5PV$71HU!%B M*PCQ232ZF$"2='H;;#!]_TOVYWSP)1UZ(]&Q:]<6E!=,(&MD=X"%.71AV^WF M>V"O"@:5.Q<8#"6$5 '(8VB,Q;QPYV+)I;6K-EU/:6IT[?]G*C);6'KU8-H? MCKV?XIGN0IM=('$Z'4R7W!_E.?-[=C^>S+)K=>CM@/"E@1+4J3$!0C)'A&BGWI3:8%T7?'/F8Y.C :*8SAU>S[->; MQ1T=*G:HV*%BAXI-HR*6M5*8@ JC$LXE!3AA5 M2B(M&*KQ6FVX75'PD"*=E MXB*$K"?!0?K5=LC8(6.'C&U"1EHAHV8BYA*!!"(N$H9LK(LD?XBA6D_R/S0R M'EA>O'A8/+-")K_.W#?18/0EF\[N'KE?F,GD,&ZB5YC\Z:5655A@<9=U[+ MF O C(P1EDJ(\H2F&M$CL^JA#3H=GW9\VAH^);!JQ(@3*E&26 :-20C2!%*; M\RG7Q-*U1)\=^/0T3 P2=*S:L6IK6!57K(HH2Q*H%2:"Z,0(J1;2KX52KG4L M/#"K'OA(/0\^O928&9\BF0Z'GG*B2=;/!E]\;LZT%XVRF4_!FF33;.*(M"L( ML $#:(4!L:#,4A1#2P&C$B:<%!@ (8<\6<6 WZNU/B>]5\*#>$=;>WR?LYG_ MPIF=5^%B&FH32\$4-98G(I&0L(+9@39D+07X(,Q^Z&.^X_2.T\^3TVM=Z*Q, M+!#*&LH9PXJ0F)I2"Y=BO=S&JSG]-'1OV..2=>S>L?L9LCNMM3TSB'-)6(R0 MT4I38'%2-,B&5#.-C\+NA_99GSVOGYE3^J>Q'U0VNZ/"=%6(:P!$3'0')6N,<<1 M"=Q06O1J5I68>JJ6WVDH[XCQ'F9-\OXZ/^Q"&UVE]LXR_Q*6KI7+,RP&21QC MH23BC/LJ7479=J!C'F\HE[=/EC[P28X0[0'<9/19Q\\=/Q^>GWG%SYA0R RG MBB%*(14<,UT\D[A@:4B)V=!999\L?6AE6\">;+2-[BGQ\Z4XV5Q/>G<3]LS**\=-@[OW5^YVH;MU*A>HM>!-\_H2ZQFTE0,4&!9HH'3D+!,I(%%BBU7":-D6\ 19P X>Y)QIF[/W6?/ MN$T);5*/>Y:03T'!ZR#KV!ELKK%/P&';:11+3HM&: M9?$F3]-RH[7&5+K\<2U JA,W(+56;[LD6>>4T8'#2J*!5G$H'1HD1&BM$#.V MJ '"03XV3:,YX<.IVSKZ:"A@X;=H*$610HLIUI@RC$6.N%0:PH+:! Q3YXP M"#\*#=OI.:V!AF/DJX!&G>H=0'0 L1M U RX#@64@91BABB B)$8R:)Z+&?) M5K+#B0/$P3-(@IHAIDBB?]U;*+@R94W9F MHV1!+C;S^5 MEF8ZOW;G)+H(Z!%5Y6CWA\"80V8L9B#&0"1@45,C(6N=1BX1 M>D[9QM+A3H<[K7%."R 6P),PW]0HUL98Q*PF2+!"YN$&BWAKF:<%SNFVRSPO M\5.C'H.P\U-WT-5!5PY=J)*9*() 8D6$QRR!M.]%5!8=U)+(#KJ.%U_3X=;% MQ=>@+K[F&>RJAS$#P8W6#*#88"2H@*@4NQ# 1)V1E ![3!FPH*'/N ''HNG/G@@Z7$E]CQY.OZ>0ZT+W?KFEEO4B*$K*- MV"Y.U"+[#/2@"GHPT$K%L<,?SH@@E'&9E/6CL4C$OM26\H*P9\66O1Y]%K R MGF1N(T53@0^2%YC:V66SOESME!#>!6JAPPABA* H=-[ M($B,L*7O!U.X-_MIBZ'FT+UC.YSI<.8\<8:Q*CP&8I00@)B1$M+88L1*G*$( MF+7FEDUI4RW&F>/D,S795K,#FPYL6@,V@M6:7B>&);&6T$@>:P&Q+)O30T.> MJM]YMF!SA-RH\T::,XM!V6B[4?W^9)Y=1^:O^VPTW;E[;[OAY>F .0E I30Y MR049*V)+8HTT-L@7SRO*-D@GVNPUR:"\P&V.EQ>FOZ4/OG.8&ET7VU5[Q]%A MYPBM@T'7UJ!S0ITVU* *:I2U,0*)XLK;@047"2]:"7*L'=AT4',D":?#F0YG M3AUG:G9@ Q/OU-:08)PH1A)6UM8$-K'F"3MP SD )X4S1PB3@;*#F@YJ3AIJ M6.7=%ECRF"(8IH?R\"4-1;2K# MP2A[>YN%M8 (?-,$K/RC^/?RE]86])]S1UPW#TV,XW]%GVXSQX]W[L:';ZB]+1=7239=,HG4['_8$C].OHZV!V&\W< MX^I)41^ST6 \B7S\VC2ZGA=5B/WM(5W*H Z//$JAP(W!H<% M[[Q-:SSQ9#=\Z(7;;AQ'15\\2X6VUJ]\=SKQ.5J^4[9[U2 ?R,K\[R?9U+%W M^;U;CD!HX5;'H./EU?$/6%NA=]%*=^XT"!W3_/[B_>&]4;AFZ% EB\95)J5G M^\CQV6TTOL\F[C-W97CX8.06Q_\5;IF^6V&.' U^<5@W&?3SOSWN#D;S-(>' M<%E.^:O45R.VOI__9(6[]\$2$41D90KAY^VD?,Q]^CE[>S7)TC_>IC=N4._3 MX=?T8>I>]L/MI)C/"UFHF-7ZL&OW+YW:P"% Q)Q^\^.58Z!LX@WQP_1^FKTO?_EQ%:_? M+"SD"RD'OWG1E^F/J'AA%=#R8.QC,5YIS#G(J/(__>7O!S/WLKY[1I).;WM1W_V,LC_G [<_?NT7 MZ[DE- 12*-P-8LJH$*NAO'(K_/1U.5TCH74,F*_':A12/ F K MMS=/GAN,OCAFO&ML9W,FCVY3SXBUI_N]3:/AX&[@-_H^GZ>10[O^T%%"?CAER;S0]IZ24;CK6^-_IR/ M_73NTLD?F3?Q#1POC+V1*NQF/QK/W/I_R<+: ME47'G3Z6I5/WWFB:#8?AJVI=EA_B_S_,O!+G!I[YAJN?,C2R;OHEW$T<.\=3!8; M-,GZX\\CMR!AB[9>1A^(LO7-O9W>*[;?>[?/N[R9;WWS;K!YR>>D]]BEPV&@ M7T>[F0,4)^0>YZ <;!Y+E-[?3\9_!9Q<.R\+D'2LZ1@WP,M&K\DT6WIB0!@/ M-5_2R9 9^''Y'T$*>Q?]G([2SSG 7F7#0?;%VXAN4P>W MWE >O"J#Z^ ]J)"F[U!ZX$8TF/Z1NU.\&^-J//ZC6([BLA?-N0#3!B2$2R;U M94_1KA1N*['?T^Z:GVWA)RM=?5>I%_L=@2R=D&_SCTLYP!-O21J9.\N+7^_= M2+S\X*2-858<9%_&PR^>NPI"NTG[^6%9TT<6;YW?N_>F"]5E07T%8?D)3)UT M,TR]+VPRR742Q[[>4Q].P]S/MJ,/+3CV%LM0>/\J=K@;C 9W\_+Y]^E#\>9/ M*[Y(_Y3KS(TKG-M7'FAFV>?Q)!RZ;OE^+X(\=#HVU/:Y8:N5U&YK2#+)<;ZX5!ZT-*OJ:U:FND@COQM?9,(AY MN0R?%I)E[2QP7][/9SG%C:^FV22 /OG&G0TYE=HWWLH7L MFB;UN!R-@DKE@&L4MMWM\D.O,+,X#13P4KRP',ARGHVFAFPTFUV^]!NG$ MC-0?]([0*ZC[$% ZGY'^K__J1>;OO_>BO\6_]:*?_U_WXY=?W6>__'_NNH_FO\((__Y1/Z(0NG?7 M6'JS62T_Q-S.S(?Y5??SB=]0-RF[$5C*L[IYF=F?M,;M_3@<% M< ['TVFI=>6@'=U,QG>%%/M/)_TY1"VDVLU\=9W=9)-)@88U,\W7VRQGGO'- MC>.O(+VNO;>$C8&?HL-^CX5..I[FP:#Y"ZIG+L-8[5UIT *W/N+\L':PSMQL M_^8\EOG?GXYEAAPO8IE9+( 1B?L14R@91Y+R/)99 Z.>RC3_FYOD3V[5?QU5 MG_V2S5;BFG6>JO5_/^GFPI ?CQ0&BT!A\$QE/HYH#X!G,[Q?OWM'LR;F=#S) M3_\TL,8!2$G &BEQ:1E);!QK8I@UAA:9?AHBC9^HD/)R4A+M(R4L]T-(01@, MN':(;:15[0E)W?Y)#@E@S%H48RU*1$ 6/-%,Y>7;R(^SC2_I5R((:"4P[&#N M]Y1T''M_S\L ]UE0PKT.5O/CJ(]))"!U6^5WI7"M+:P![Z*_A:/='>?%R5X_ MG:>EC\B+%X4PX46"86[[=9]L%BV6G3[!X^>NO9^,G?+F+G$B>:YU!=TIL)UW M-(UFX\G#DAC1*W3"Y6N]@M)/@]MPH3)Z/Y@35'K1YVSDE-QASM77WH3F"#U7 M@+)2.?"/&P=-(CQT673I]((=?"VV=_)]]<;=E7X(=P6ORX20(6G5_,.G/[Z8SKTG[#ZX' MWMJW?IK,Y=;WZ4_C@+*U4(==-B$L-@-O&+ M4]WMMF!IAD\]\UVD5M\R\!ON]C<'5K50>B1A;&6GEJFWL$]Z M.VR9V.5V.01*^1C/(FHF-]17=OHE^B^.1L^9[K,L#S-91,(LNYC+U+"%):\6 M:.<&^CD-V6_1S=QWPRN.VL^3\=?9;<^?Y3<.3O-XE%[]^)Y/_+E]G3Y,ORV/ MY_G,X\5U.)^SF:.GPJ3L1UH^?C'+Z;NZQ[S\,+=85(N2QQ.ET=>PRYZE/)I\ MSA;"1C^]]W!?9H7!/VS9_22[&\SO M>D4(Q[4#6?> DB>OLEE:J-G3.^]6=,SI!C;N_U$$ (:PM8KMEWAVFGM:@H24 M+CLCW1([R6A!#D]@YG@X_OQ0^7\&JWG FT6K #'3Z-9!C!.'5D;E%-E)<,RO MR!@+X2,_NNN8&B:RY#M9K*+W@ WZ@WL_KR )^>5Z&&3#ZV E74:QWFAM$\ MMSU4U@:RL#:\14^7EX3OQ'K5[&^.;638P?JX[K!;)][4274/TT%EIE\5$(,$ MO1"VZP;-_1(6KJR87#&CM!$@)IQ(#2TEO"0LS;#> V&))@D+O2/K[7:/3EC' MLEZ]:/=)U8U5$F)8;!.WZX":A"9&%/T6 6>@\;2CO)I%I2Z-(N/#2^Z=+)+EZ9W1=^:_O_=X9N(/G[1R M?Z:3D1OU-(HSKWHX#3@/D>U%G]*_,J>QZ,P),3Y*=A!" YT*?.M3B=2EWO8O^)P1">@M0H1)Y,=J]H'[:I]U)?JY*I]U*MVO*;:1[U*R,L3 MO(]4Q:&96N2[%G'H:ALWY=<4^N@H7W5+L MK=A'\[5\3K[Z!]LM#)D_HR:]1"]O8!/Z/A_.47\14^,U0^]27/@WT^EXY$EE ME$T77L^GO)EY=-%K4H:.98#XGS+9T"O9J<_$*.,?BC37Y8"%(]F':Z%?2]$4 M0<4/[G\?9O!D $#AFDY+WVQELZC/T-LRIM,0SU(\?[IN:)[>CN=#GVPS\R;J M8J\=/=S<9"$3Q$W"9PWEL>NUP*[RRN R*=PU5:I::=]>"7W9:!9?*GE0F;S= MLJZ/8K"4!5HDNY6)/HO B^7*J\$C4V3*+*5-N\&5.=R.07JE&VDE-]M=\MDQ MC4^;SCUB>86(+V.?M1/R5[^&%1R,:NZFY9?GYJ/Y=/D:/Z2<+ZM-"PE5&[*S M!S6[U')(PB)(J H$G);+M#R*L$PAMW!KVH4^''1;NK_R1;'=- 8^I*%8ZY+N MC\2*FSPR?K-60WAR2'$,Z0@SW^T=*I7X\*I=G /):B-0W&/C;SOU[7 $C^? M)\%D!1%. .=?&5S4#;,;9C?,;IC=,+MA=L/LAMD-LQMF-\QNF-TPCSK,$ZM1 MT81U=]]15_74T%$]GZUF&NC?II//66FR>X5EH%8ZU@=#EZ;CY32F(E&JM_], M;8Q0E9F!N"8&Z]@";BF#5*.0J1T# )/$K+76K0(5?[VI4@WS:C4?%DE^(2'/ M_.6+V[@U*(,?EV-1R&O,CRRZ;R^JG@^\D#_V[?!,(6! )QC*PD6"2:2VD, MY8SF!,)PS"2N1[,^LWT5[?P4\K&5#T;[E/YU<71!\)X*AX3POK>S]*_O/4KY M=6PB]/DY:L%5[+, DN$$@D0F%)'$R!C;//;9ZIA7B5Y[@A-QUF1#!3Y-.,&D M2HU 4ADF!:;$D4JB#%K "4]H'.\'3LZ;+@B&!X(347?!IKZV1+X>>=)-$)QJ M>?XWV6I!UU+RJ=V83NLIZ67NZ\277K[)7:>3\4,ZG#V4I1.7TMYRN6J2A7#S M4$EYF&?HUR/)RVR^XCG!I5=+TW57^$I=>4)O\&$5SK^RK'_N&PS%#ZNDW26O MZ59-'8XI]FY(WZZ\R^O5'(+OK:08AO>LYQ1."[^B+QRYB'D5>+_C#AP_E M=VZ0^1O+7((7E! ^M?0 MGMZ0!H@?9/9AL\ M^Q[XQNF;_?3> ^IDGKW0.U50FUA6U-<5%_+J/2-K.!R^S)/='=<,KY\'YE?, M@&RT,HEF7\<^:MYID@_1 M54D!A:=P^G[%@^BM'T7H/]CU4@F7-S:9>>;&HTUGU MB5/#8=$#HV8JJA76+:JI!3/->)KEE7;=?8^M05&CJK\PY=V[4Z9?U&8KEB8O M39D6=?.F#N7RPL#CT(1DVI\,KJHG\+JQ9*.U6E>K:](:-7<*J;AU54Y-% M#A%H:]?):916YH'O[:;,5BH* M&D997MKX[$M>(M+,J J@]0W9@O$]- J<1G>AA-RBM\1T/)_TBX*VZ= !8=CA M6A6TO!1/*.[L=F@\\1Q6="JLLZ'?H:)2=?F*Z"H;U"NH+FJJ%I=_YR_^_EUY M(CQV@>>RO/_:M&;H'GHDV5R^>IB#3(X;+R@Z_?P(LK^*5DGS4;5&_?'D?AR, M\2\I;.V-R]6]A;&V1,*R"/$F_EE0OP.0O"_4 N-66_ L("COSN1.37]Y[[D= MB&[R3*UJFGFDR+3N+?%Y41/?66H20-.7,P^E$GM% >$JSB0?=MY[810FXK=H M@?[?I;F?PZ&/8^[O&^Q'=IRXJH-Y/7ST38V5"R;;M+M%@=E\=T/#L) !=O60 M-UZZ]:ZI7Q=7ZZP_"$WJ?D[_<$3P7?*K_OG[< 24;:E"Q\/T#W_Q=7&QV\.K M\7Q!TOZK"DN"[RV:AYN>TRG K1EX=1_'8 MNSQJD49M#"Q[@?"VD^R'7R_[-4"(>C#)PCE0BI6@HNUYK">[5XM5$TGSE MBU32,+1R%Y;KIBV=5^[VJR)11^7,^N _/^^X7]<-_ M_FR^?SXS\;L/O_WM^^IU[F@,D.+&X$^3U>+LOJE&T3#+7S=='HT7I ?3,@_X M*IOYA7 W>#Z;1K?CKTN+D=.C/]:*PWI:%Y(66)8M@W%!K^4AEP6!>9:&Y2F( M?F.TY+M(%>!7-6A\;%OR(_=AP[O<&P9Y5T'W]&4MI8["5XY?1[7=]$]9NKCV MR'0YU+-2;A9+GG>>SG6-ZL9>2%']$AK7#Q\*.AD.J_8GI:-]&&)1L]%X_ODV MES.\N%36\5_P?>A$X%Z^$!^\MN )/D0YY%:;O#WF-',#]M+8&KDN%^I?[HJ= M.]K+)@IE.3TGS+C?RNXCO@"K[URY#$JA.P7_<5H-K(?[HM,YJ68K[+,;W/?Q_\4 M_=_&)<&7E2#J/+YI4H_P_%5Q9>@.L2+%K@Y+=J+=RT:EEGFM(OZ5?:JP.*Q^ M:"*R"H4K;0O*@@)Y[\# P)MJ#@?Q<%7BJPEM50QYO5!#44#BJN2?ZX+=2XTD M,-AHO."N$(4SRAR03IW2^*J@E.WLO/W;['H^S'Z]6;7X?ACEX6CN/?%#\>63 MME]",%?N34F<&(5M@J 3Q I9#!$B:[9?"S!4,:8<"E+F M>_8]Z[;?!N10O)L<2G:T09XUO>;.987*-+ZW>PJKV??VBV[[SY:U M^5:Q4FXF!XZ=W7K:;_[C=]\XT2<-A,P,]X9LXJU/?2< CIUN\4@QX1?O_AE0 M^KG/K]O+\YG?Q>SERU!X/3+]FOG_5J8O6HS/>>C+@:CYT?4ZP$3_O9',@Y7] MW4:H6(W#WF%.3S::DEQ0FG$JJMH-.J8)B0%3& A$8RJ(+7)IL80(XU5[7GEX M/YYO/YW,_I$L(I7(.N-\%:R7YN@D]P=1ZPQ4#5'9'&B:&60YXD"EN" M)6 5O\A&$+TQ[V%07.&+:VL=FU62EBA\V#5BW&?5&'ZW]4#^[_? MD;V?"VIHU [2&ER0U1&.M4:<"<8T49(10I4D!2X8A/5:E>D62-O;%NU\,3X0 MUN.0-JE(;TMEK14!SMD^V(''4^#!82546!$G(($Q3BCFA L(8EB A]14RA;* M__L'#]E#6';@T8%'!Q[KX('Q CP0L-Q)XBC1"O,82"%QX6S$ BGU&F?CH322 MO8,'!3TAFC3WG1YXG)N)/ZF5%]IY [';P.OQW*<<[1)UWU:_Y$OG>@I(1V7E MT3!X.:#;O76GGD#,2. M#D/.$4.XJ%0M8E"<<"4LP$A;)+@N, 3&W,#7V&E$8QC"40\3WF%(AR$=AK05 M0R2OXJ04@@P92S%(3!Q+;$,)!M]14'&%U:LUKB8PA+$>D9>!(8TZ:UJL\BR5 M2YT41+1K]ND9VXPN=N+=[G>[?\F[?VZVKH/F.+94>#PAV5"(*H:><&L!-%0# M2B#36.M$Y?JE E2HM?:PC<0!U 4%4U6!/G8D/20]*)KT_W=:ZPEE\W2XLC.N MR,KV#7DL!/+-*!%.D-90$E&$"!LD\&OB#E\>(M!67*$]+IHTN7>XTN'*!>&* MA)4]G -!3"(P =BWO470(E)D"5%$&-I+]$!;<07W1*/QBN=A(6NSIM1DXM]9 M1@I)7(49QAP025EB).?<$,P3)HHPPT3;9*TZ@)TFC<3L=ZW>LWQ;6 MYU4--49XDAB-8@(XPA0PALKD HHEH:V6\/=SZI,>EXVF%K2.]<_-([*GM,63 MYG%9'>^&,PJI4=XR*"T72BF3\[C6V*+]U/IH@L?WG@G@='J \3GH]!=@*VPL MZ>>$^5H 6)W=$*F$ G=0$X6(A49)9 JQ74H9OSY:]7SXFOT=!1'J$M0,%.Z#K@*X#NB,!7:TP']!4PEA8)1*I M16R=],>* #=&$O8:TWA#JG030 =Q3S9;H_[T@.[L&D].9Y-Y?S:?N%='_=MT M\CF;1E>9(P/?'[P_OLNB6?K7SAF@YP[S9S"_;B_/9WX7LY<78Z_L.E#NHEV< M@/@(>95WE4@)##,64R6E2FRL-<#6"BNEC2'=D!]1.\63_!!_W')XM%0'V:/\ MO".@.C6X0Z'31B%996EI*PD!B *0((+B1""J' I)SHG3:_FV*"2.C$*PQWF3 ML5D="G4HU*%0HRB$8.4YU4!:F"!J%$\PPT()&%!(22 E V1+%.)'1R')&_49 MM Z%SBT:O&OW6#!GK0Q\G$AE-(FYTC%6,8! DJ"HQ P:A3>D>>Q'4=E+Q@;L M,=ADL&=KY8$S./8O@_-H%:2=6)108165@'%H)-<@"<*Y,(8*OJ$TRWZ$\SUQ M'J9-&@HZSNLX;S?.XU68=$(I,$"*1$H8(P@-A30(I$H#I3?U3=V/0+J?+,6> M$&?!>1?C&%@D*78MC;;@:XEJS12Q-4(D!E+A&#R! ,?8':8$6@(Q3PXAR^X] MDX$UFI9X>@V*+MDTUD'!4U" 82T3*E8<$VHH X0(0GABBUK[C$L--]3:;UZX MWCL48-(U.NR@H(."#5" J]+*2 LH8ZM(#)45C#L<,$':3Q0$VFXHK=R\M+__ M_,8>@4UV5#\],&BEL7KK6;8RN?$<8;8M=?H0<]#E;@Q5'H/:>V'30(_213"\] 2NE J@.I.DCQ*L&&:(PD M-%S%F$D"B<#2Y!H:003;;4'JN>Z*+P4IW"-[[ 3=852'41U&M1.C)*E%+C%* M,H@?M(=T.T'J>=7O@&AUFX4+H=38CY/#7)] M5NO#KMV_1"; [6.X?S!RVYO_77_!R"N%PR5*@B"GDK Y43\;#HMO@S[I_W:3 M[9=_;UBJ3X.[;!K]DGV-?A_?I6MFESNGS0Y&^?#2^6Q MRG<,2,SI-Z6ZZ%AEF-Y/L_?E+S^N*H=O%J) C:T>%Q3R%Q'QS8]OUL G_P[C MQ[^#LOKNQ5+(NL,3 (REW M[-ZX[%T.^"?]^])DP,[?7LW%D!Z-TU!^DPVCA MP'ZD4,S1,>[ M&")S0+F/'5FT[Y;B$I?B467@A5+Q8Z=>(WZ!*DA(\/Y_<@#YFPRSX M3MX2@KG2""1Q8A2V"8+8QPTK@S%$A,BW,/?GN$=DUVKVZMO1FY>, F%#$R(I M,5(2S("E)BX? X16;\F3HWCV=OIJ_>J$%)5"R =@-_T#HF<5$(:>4#*>^ IL M=]O9O*Q5IM^VF8F>]Y\_>K8\*@VOV1^V]J&'O[_FO'TU'EZ[9_C(P N4$P]O M FSM]HMN^\^6M5>-I&=805EG]Y.L/\B%L71T':5W8S>;?X4/6L'YG;;?)C8^ MX;F>^_PN9B\OICA"5S7Y54ZITZL4R$05;PM\9S4%$FB1SPX0&I.XB+?E+(9K M)9'J)[?[?9CY7]3H6M4.\!964>8]01O-+6A=,N8E9V9WJ'0&J,1!52(1),P8 M*83%";5&Q@Z/9(Y*V()DO5S4EJAT[*K*H@?1>=8?6R@MG(!9)TTJURV75L_ \;"HRAQ]![_O:C!NP>NR.G4%U$3& M!D,MN'7*JH::%;S.A=+Z&/+O 6HR(M'5:KY4@UL'#D^!@X"5(, )LQHD2!HB MH,0$0)3DRG&L#1!K+8@.(9(? AQ !PX=.'3@L $<,*U5;XZYLDYXQE(E EF, MH2G P5K*FI(<6E?-F735G,_)*-[&>LYM==0U4&FP-4C&JI841E*D-0 B(9A) M3C64*->!0 Q(O-:,>2<=J D0HCW*]B>B;-C8UHHB9R!Q=/!RCO BJC87BC(& M*1,4$(E53).$%^94K&5L1*-:5$/P0AOU['?PTL%+!R]-PHN454,MQ0 5C"/D M#;<"Q[KTUFB($B ;U<.:@!?28_B@!=Q;KBL=U)RRG\"B;!8-?+9C-IU%V5_W MV6CZ2&+(B]. SMG&=+$3[W:_V_U+WOUSLYT=- 6PI6+E"4F-4E1!Z@1K;FU" M@*2$*<&@I+CP^R_._6,E\4W=^KG/GNX4Q+H0 MNQ- Q0XL6@@6$H#*0*Z<^HLT>] BP.DO+V,K X MBS2:BPD97LI\BW:-_#G#R!X)EB69I6P7K 6FT008A08@@60L6Z3*X#>#W, M?Y\2_)Y9FO@46.WIZC[$^:F65U/IN80,.959)2PRREC!=E*(RA3@H_E,C= M3 #]BY@:-*E";UVE^=AG]44=R6?,S!#6BF7&0%F+$1."69MHF@A1$G\\48O]N8X79R-2J?6X0S*&(I(:VBR@&2 @&E($644>,ND+:081SH ML5U<_J_+@WNA&9\1?LB0\O99$"[9*-CA5X=?'K]X5=>3 2*T^QP*9E!,!(H3 M6%0G,%BB9&<=K&&?A0#[TZ Z_.KPJ\.O$\"O6EVVF FF)9.4(8=6"6<0T,*[ M8S1.=C$(ORZ3[X4.&H+)9>/7F;7>^_4^FZ0S]]IH$"@J^FXXGDZ?*[=X[LV] M+LD V.WER<_O8O;R8FQY7=.]752$$Y !D:BEW4!+!8X!,C%14 -A:2D#6BVA M694!%V=V+@3^Y [L%O;8PZP'>:/"8NMDP4Z7[5#HI%$(@RJ?!W++8XJ@EL ( MP 5+#"\-)7]IB'P'I5-.NG6R7>7[6^.PA\Q\IZU >ERN+:6 M%*@YLD08%#MFXYI!RX4JSU1JY%J,SYXD^_URK1/T::/)0QW;=FQ[>+;E%=M2 MGC!E %$ *AL3J32B97L^ 8 ]D"B\9[9E/7FQI^W%N#,:;>5WF@F_SS%^+28$ M"<$8X"IFU!W=1,6&P+)7GX+H$/Z Z84L1[E!TGZ/25DN&2;WH4C 8$5$@!E M:.S P$K--8J!I@(5^K:$:+V0\$."3HDZ) @1P)<(8$D@-M$ M4I(D$L4D 02"0B:PC)&UYC)[4 8.*!/@'L<'<=J=$A*X$O__>_UMOI+-AO??!A]<5P[GCRHZW_.I[/ PGOM8@=[HM$R MFJ?$LYUA[ES8D%=LR)U6KE0L=6QBS$#"$BV+G#.BM+5-LF%CW=YPCX@FNS%U M7-AQX>&YL-8/S2B+C8B-M@)S2"APIV'!A9 "W>AAV%Q3--1#C0;%GA(;7HZY M>SK-9M%7]V7V=GQSL^<*/.>I_%)4!<@S;)%E"%"D> (0HXDNY%['YPE<"TT- MZ__A[CX=3#Q'%PR_3R'72=]MZ!9_2FC0&;8ZWG^,]TG%^S*.%>,FIA!(JBT' M, \YBP&,@5FOF/EBWF],LJ9B?SW:.][O>/_">)_!6K5<=^8#)@F1!,=0*:N+ M?E3"0I/PK7F_,7D>HT:CNB^!][%%.P9=1N&15W9V*55*' M A8Q1*'EVK$MP4 51>9B9>5Z;>="^>ABO.8-H[) ME%0QBQGCA(&<\Y3E(A9XRZ2+YFMZ$="#]%+=LQ=CD?XEFT6?T\&H*.\5.=)U MM!7FZLNM.:UC\,51WY>=8RU.5"E]AJ])+2M#&XX%B85P[ Y@XDY#711K@=)] M47<[>2;VJSX>)=5BZ^QJIJOU/HQ@VX.'B:SLBB"T^7 ]3^9DI%9-TU(#N*^? M)!-%I8DQR17-A )I<0/,N0?9%_9DH[)OQYT==[9')J[;@1)F.'"LJ#&@5#A9 MF":%+P,<.8AR)[(O"Q\[>@J>>#KX0[G M?DCYMS>#43KJ9U$_=RI$Z>@ZNLDN.S:9@UII$*$9E+%,"&> 2V@1M00 J;DT MPMBU9FA_<[P]]>N?37\=F:6E__7&\_D6@C%X[='+>I UV4/XE'BYLSJ="A<^ MPX2HIIP:F+"8)) 10A2W@$+NF% !@CG#>LUAN@T3/B< @\<.V']ED_%U.KWU M>R801#\VR'BME6P[+CH1+B*5%@DI-@G#.&$T@18BWUC&3N ,W3NZ,*%M1$]6G7J 9GUL3N3*.&.@M2!P6/08&H::'6PD1I$E-"&-.8059D"DA*-%RK MF?4:*#BY?G =%'10<%E0(&H&*0DE]"W4L.!2)A1!2$UN;"8 LL<[V[X$"DZN MM=J90L%9VJ.O,DX 0Q&)/Q)CTX&%[?G>0 MUD%:!VG[AC1>01IB@D,56Z&81D@E,5:X@#3*8L2."VG-ZZJ,]1#=7][KB4-: MH[ZL%NNJ(=GZN?"GYQH2G[.M[F(GWNU^M_N7O/OG9I4\:#/RE@JOK9)-GQ9- M):W*AL?8<)EPI)" @&EI+"BJ)Q&I>+RYX4U6+^WB M!8]T\G60PDTJH1TD M=)!P29 @ZPU"E>68$62HD"0&5I&XB)K23''\8DC@1X4$PGI -.D][.*A]QX/ M7>^R'7V'+K0YX).L"@& 54W$6"6($HPUD 1I;A*C>7%\:Z4)W)-$OWT7T*>" MGB Z5*.?UI[N9VL%Z=@68%#E*,0$$"6,<#QKB2*2Z;(R!4F06 M,;DCJW@_; M$M3#I$EUO&/;CFW;P[:D:C+BSUFKI:&QMLS@A!I=2,8Z-FC=M=N09+P7ML5" M] Z;[8]-]/[HG'VGM,!3IMA>77.,B.X4-K)Q(IS+E&2&%@8O-TIRUZNRKY< M/&ZF+^93C,MZ$ATR3:BUI^Y%':YGS;*B.F,!BS&C2A&JF1**8@7R\"ECJ49F MCF4[EMTORT(@*A]2C!4$,96,8B0YU9";HB^]HLCN MPV"\?Y:%[I0]9%Y^RX7D,[ NUUMSM"4X^]%E+=[F;]V>5MH6TOTL$3VU4ELM MR,%A$5>%@Q)LM=%:$AHS:IS"D9BBOB6BEL7T-=E])!WYE!'ZU*^THAG;9&F)7,)I)B$DM09"J;6$+S&B6N">@3M.<&V4%? M!WT=]'70USSTU=+_L%!8$,XTXS&..>-,F:K&>^]/8CW+P);N.TB:R\LX=XL]@?MU>GL_\+F8O+\;P>-",N9VC M, XM/NX@';9& $2T"I\7$DD$@494:IT 1"3416P?0)JNE;3QI1OFDTDVFK4S MW8X T1/-EBAN7:!0I_YV"'3B",1KC@>E.,0ZUD)(&&M)A;5% H_@,EES/+P M@8Z:W4< /_M0Q0Z!.@0Z<022M4;SUD# ?/ '4=9@&\>RJ($E&58PV0*!CII, M2##H22G.&H'.+5BZZ63"DP[7PJ"*L+2QBIV&D@@!8I_)0 A3180EMP"N]>9K M7$'92SX#ESW,FNQ,TC MWKA,OA^FE:D+D' M.>Y1WJ0PVG*9\PQ< (?*W#O/'%S,JH,T)CBVW+?!2("38R5$.4_'CO.UM&*O MTNO>TP[$7D,U7D$OK3V(S]D0UL' TS @:J4L ;9$,0<&5!,#K<%&%YF]V%!% M]BI/[QT&2(_ _86K=C#0P< )PP !5?E*PD"L":!2D1@GQ.$ 9+E:;1"C8!MG M>XN2$$F/DLN6!L[-*-W&',2V.L5.JD',H@T:_AMF#JY<71MW*?W_I(-?8IEZ%-\Q/8Q M/=!H3?M./3VA_)$..'8'#EYE@T".(678:H@23344,02%P5M9B-:Z7>P$'.+( MP$%[F)Q%;%X''!UP' ,X9*V6DOMG0$P)LQI+'^^'2D\9MD:N);+N!!S\Z, A M&K5SG8<9J\W*S%*&6=<\9P,SLUJ5<&FE8!9IY@Y]KSP ;639JH[%\5HP_F'5 MA_WTV.DQWJCING7Q.9UUZG)Y&U71N%Q)JD#B#0-&4!0;88NF'0F6[DP_KH2_ M+]YN5,[O>+OC[?;P-JE";!,C!&%(,HTXT4K)F.#BW.8X86NU' XKA.\GK;7' MFZT6W3K>/C>_0M<9[R5O8R& M71U;7PA;1VFIX'8O MSI(FI+">0.UH(M4!60=D'9 ="\A854B8QA0QJ346P-@8",9T$=?I?L=V+?VX M 9VT"9&,]&BCA8)/$,F"KOG#+'6C7'P>?M:&,W2J_MO;+, /1.";G<8C-@#, MEOB4__S'(_^6)_O4=)8PB:Q@DO^[MA__G$]G@YN'%1Q;7#08.02>O7\;/FE@ MV[Z#WT=>2QY,9]-H?.-HWHUC..Y[C=EQQN1^/'&_1A__]O^D=_<_*O>1OS = M74<#QS63_OC.O?$ANI^,;P:S:2_Z>COHWSJJC$;C67279;-H=IM%?\X=UPUF MZ6SP)8OZ;B!N,&G(Q[S.W.]W@Y&;:C3)W-L"I433PK+S+CJ/54;?1Y_&LW18 MY)^&!1RN-D^,'([XA1D.'Z*!6]>^WX.KAZA_FXX^9V[!PUK>I(-)]"4=SC._ M7_Z38A.^G7HH"\#AE]!M0!;=9M?NSOSQ[W98R@U+MQ_,>&I4]:W!J)F=V01; M#J[]F3 8S=,"K]<^"1?FMZX.N[94_L%2?!G?9-/HE^QK]/KY+ MUV36NW3R>3#*AY?.9^/R@UP$#I]\'5S/;M]+^8X!B3G]ICQ\W;DZ3.^GV?OR MEQ]73],W"^-J+:OT<=-K_B(HO_GQS9H8D'^'\>/?$5%]][Q==X]^F^=EBO0U M-!W=3KSH]6]3C!6C-D966$-AHF3"I*"*2X5BC)'=AE\^!;)R\)EXV6]4*PB0 M7IK_ZY5J)@ 82[EO EI5-;:<>3'FF_ O1-'/'"C,QI$=C-)1WYVTT<+AM*DF MQ%'YJ4UTT,VO1>1&<<"QCPF0"47XIH !; MFEOWW))EUVKVZO? -U$V[:?W'LTG\^P9/6XOZNGSFTX(YLKM7!(G1F&;((AU M.0M$B'R+G."SKL)FLVB:#ITX=!6L-WZ#>E$Z\<:"Z,9I-N.OT^B[8'(8SZ?I MZ'KZ_?N7:^HGK1L6^A@ NZE\$#VK\S'TN%X'G_@*;'?;V;SLDN3REQ>F>N%1 MO8WKYU&3SRNG&O[\FG/VU7AX[1[ACYR62.S=SC:]LZM&R6YGSV5G>4.97H>R M/;YZ?Y\J'_?B_3T#6C[W^75[>3[SNYB]/*T _BWG_T0LRT^#FRP\Z$!T?KRP MFJW"PPX1_;6]2>,%L5^^H7751)Y8"Q@TV*"8,@2 EKP(8I4P62\&6ABC5@O% MU[*#?39_E1KB7O]AEMTMIQC]>I]-W%>CS\LY1N'6PI[UZZ2P9H4;!U_Z_UB0 M96GQ*FXZ6J$O1&A/BD93%5L78-:%RG9 =\) 5^NQ@S@0C"@H-6'6_9_JN.@A MGBB.A7P%T(E+ SJ&>YB #N@ZH.N KIU 5VL!!!+.+:?"?6EMPA%D0A9 1R%< MSS!_ NCXQ0$=ZR%YWD#7RHI16\_RY_'58#B8/828[X]9(,$=2U%L WAM@8%: M_9A$6TFQ82PF +)$"P$6\DZ<"-$>Q:[)M-"SJ:H)V63-IN.LSO. MWHFS4=69"5C(F%4:H1@JJ;A 4N=GMM:)0J^Q4>Q9=&\A9R/:DZ!KO' &#JC? ML^G]P-'D>/(0?7(WI_<_ 06I5Y9@A2!K.$B:)4!(+6GAQ)(T57"M% M&SB@["':58 _5^/F96,$JX0+#K$$P"V4@1@1 JC1ML ([PYY MC:=WSVI#^S "X1['K,.(#B/.$"-$U>&1<,@2)SZ8Q&?]Q!1IA@H%)(F3]6KR MQU- 6H@1K(=8DZUFVX<1Y^4["%6.OX/?GW+IZOU" P(U\8'%P'"@D0^B0!S: M!(H"&@ A&UI:@X1) M+.8DX18F$A3P8*40ICW:18OA@9"+J)#?P<-EP .IPLQ9+#3 VE(0:ZR42A)# MBS!SI=5Z!^CC*1:MA0?6$ZQ1$T1;X>$BW!\[&&(.6J2Y>%LH#7%X$FE=_>;M MEN/ N%MK#PB9T\XLM5)B+B'F-DY$WFX(4"Z3UWB47]V*NV$ I!CW0+.M>K>F ME.-R16?"[2"S@\Q&(;/>>%%RIF++G2(*N(*Q$* (PHDY9>@UAJY7=SAO&C*I MZ%'8068'F1UD=I#9+&3B6D0R@%@HCH"$0(G$ZL0 5AC_*+!LK>#A\]K]$:5, MVL-H?WKVZ4/F\0H1[3RI\.?7I=J'OF[U9'8;J5"Q,[WPTB>79)GM]O+DYWWD1)M&N)-&VLNCI)[!C(:J^FA))J(VB!IJ8$:J@445^FT**D?9$FNR>P!Z$ MCT+V:,Y5Q'$/X$8C35H7BM8I[AWX5PI2D&FJJC<]RIA2I(A*("4*2UTAW MK2]/M">XDSW*&FWAWCJX.Z]$@ZY(T1(8U,("!30,)A0P#HGEE (D;.$X8(++ MU^0;M;](T7[0 ,&>I$V&#;=6QCD#4>8B^)M515>YH8D6"+!88$NL5M3@XK"W M"1!Q>W2;]O(WZ@'8Y&G?\7?'WSOQMZAJC2K#4"((4(FV#%JC8(R*F@(\P5RU M1YAO+7]#U".-1K6V7&@_7R=55[;H)?!!024>& N1D!08C"RA,#%$PJ)&J>2$ M;A&=WN)R WN!#_K_M_?FS8T;6;[HW^]]"H9[^K;[!JN<^V*_YXC,1&;?FK#+ M;KM\Y\W[IP,BH1+;%*GF4F7UI[^9"8 195(2B %DJCID2422R[G_,Z29X%] M1KJ3GG-U?5XV4J!:47-$,$Z8YII2ZU4.3%U2&!*)AFP?1:/]Q8L.@A2,]WFC MA4\[I.B0HBU(@665\4:)PL98J %$QC%A@"IT"@ZEV:?,6?M+&!T$*03M<]8U M03B=\X6ND-%6@*CY)(57' "5!B!F%+3&:@1*@+ ([-,?Y50*&1W&<]&GS99- M;6L]@LYO>1D84?-K@@&('ZL,.( M#B/.!R-D96@@IQW05"'*G)&.0PII$;O "=JK<^ZIE#0Z$$90>!%5$1L]'VFM M,7(:98W:&>EYR)SREB HJ[6[<8Q8B(5AQF&E+:2H:QX0)Q*BB1 N;R+)CB%'D&1& MKXUP C3= _ST$.[U:OP<8))J/.Y%%TCO:S4?I;V?T\'H>C38=EQV[C5%+LEE MV>WER<_O8O;R(L*H]TF*;'RW3TRC/'V%D==:U28) YASHR!R1H)$$U85]REVT.^6SO,JK'U'[6']U$P"<->K?LN((G H2$O M%OYC)ZAP9:8[5@*U*("][;"'81^)KA=O!WL=[+44]FH-A1GFU.C$"@V,0PHC MZG@12.^<5E;^E9NTEE K@M7 Y0+$AA'"0&*@LM-+I MW.ZS%F!L6Y3K^[*Z7P<' @CZ7I,\AX(!E^2U/&,N%["JW4RT3/@!G4=SK(DZMNN(_+P416F_SP!T1!DLB+7206<)Y"2*" M4=L>@^"%B?J'1Y$^$N==#_B2':*7#1B\TCH%V MEP(Z F P:4(\8M0 EFKLC^MA!!MP]6G$*%H&/H M%:31-H]MQ8KMQL@%N#'VV+I#9YH7;PNWO@*5M"X-_7G+<60<%E7%5RB!A3^RF-Y MM0K.6(\[ZDN79[?/YSO<@]OHA0]J^^_S!=I.->=9J0#3L] MN-.#F]:#(:C5"K5P)W MV-=A7X=]'?8A2*KS(Z@09,@ZBH&Q6DOL<%*& M?=$,_F:1^BFL/H\_:\,9CR;9F](N1^#/+QJ/> 22GHEH^<]_?.'?^F3C#'N# M;#PN6.W__0I\%?_V5PW*OXLQU+F3E'Z(8DP?1K?9O/<^^]S[97J;3K[K;2[& MNE?A\VBXN/D6D1SI"R+;QPGQU5Z;L0;)('_IWNO[Q:22+WM*MHSR "3];C(8 M+X=^,SZEL]%T.>_-BWC&?F\4O_++T)ME=^EH5OLJ^]=R=!<.2/Q7DX6'DUB: MVH\NFTW2<<2BB!*3CV^WL]>=\_W[:F_L5#&R]G'LTSF:]=##PR+O(AD$H]&ZGLZRWN/'C M?3;0["0%O<2JO!_8:,F4T$8C/P---2S2EQT#S*W2ET>?!M^:Z620!7(+#_UE M-/]]_G,V"Y],KPOA>#V;WOX:YVB**?Z8_C&Z7=X^$)KO3 MP+!Y' CSSFP_U=MO:$V][TVM/'9YZIK?^UON_> )J_&0[1^2W?$9:%-T MQQ_YQP^%=0UGPGYDLVW(W, (>S 4L5I;M?CS9E9)U(_9FZM9EO[^)KWV@_HV M'7].[^>!K6]FQ7S2R%?ST#PML48(I1(J$)-()5AK9(TWK:45X9YT;2%VE#O% MZ\91Z\6"TGH$_CB;Y\-+E8EI^ MD%N3\9-Q!)O7&4IAGP=__G[WT\7?J\7TYX;3=+)8.35 MCU6HQ[REQY+G=NRZ@^F<[C.[WLTLR+H_S3%6C#J-G'"60J.D85)0Q:5"VNL[ M[EF'>1%5O-@R0?C7B23=U%)?*R#E4&Q3$*[)4C4KJEN,2E>);S[B#.XD>\BX\:*FN^B"\?^*][BG^8SN<5Z-\G MH_E@/)TO9\%WO.E,D,YJ@:3!"D.0"&(X2DIG C28O:E"K4 @)+P[*)YM\T1]9?A:'XW3L-$XLNNQM/![]_U M"D,!^%?^9>URSVKI(MI45\I==7$V[[-I+-AUMV>8':P?9^N+]I,IFX71^&?]+9MDLW2\^X8_,L U1P=H!N?>3:(_QN.W MMX=F]WX?EK-YU'='BWGOJ@A^[]>=-KW1O)?VAMEU-AFFDT5O-/%_YHZF<-\X M_3Q?^IO[O;O9R)O*_O7^MY@ WQN/TK(W8=S;>;CY\\UH<+-R*'N:''E2N+X. MON7L]]XPO4T_>I,M.!='DW\N9YYM>NEXG'W,AO[)@W0YSX:]J_LX(/_03UGY MMOG;7FA0&T:^^?YRE,%7N5B;W74ZR.*XPH>_34;!LQE-Q'GO)O5/O\JR2<\; M'-ELYK_QEN2Z/\N#3QS$:.+1TEN8U8/3R? ;/XGL#__\>?W[=.8G-9N'A?"F MAI];S[/LF]_>_OJV&N9.KY[>>C:/-NWFT_/%F"_]4J\>FLZRWL><,,-2!LDP M#]/]-/HX]1;_?'S_-I3<]=]X6>MWH>=!QE-1J,2[X<>KWNC)X_-T-AYZE,@\ M5"QNXI5AVG<1(.*MTWFX>3E9Q/V,5WG9T>CN[&TUO/Q(/PQ6+F'^)'-XY?#H+JDP]E%#AS=#W* MA@6TS,=!D3(*+/:-$>L@]O6'](\5? M^5<%KU?Z*1V-@S+C1S%8+.-IS'P1/217@8@'RTAKGAVNEPLO_HO1A)6]#SSK M^64VO.WR3Q M58TK9MG'94[G]0.]25 ? C@'Y/#DTD)\GH[M9.,>(FW@]2Y?#G#ZO E-& MX@O7E\^,)X.CVZL@8&YSDO#R<07\M5%X5OPX2V\+5@L'*%FX/0SITW0TB+\. MIX/E;?[J?IAZ-I[>Q=\#AL5?JH6(?WHJS\;Q-__XVVEQXVCN$>AJ&4<71CR- M[K&ZR=.SA:1"8EX"AB>X1 7,FH\\X:2SAR,L MMB( >%JHH($5\TD'V3KWEQGEO11Y!T01C-E^-CB9A M-=,@_OJ]P>C3*$>@@5<#1@&8/-;ZE8Q3\A_/O;"(#^H7&H 7!Q[3HZ#S1.V! M9!8D63KT:^;)*;L.XKTWG3Q8J%)%.4?(.*A&^F-!&DE.&K]4I/%CNO"+OX=Q M;5L5F0S$'Z M>SQ)(_O/2\C8'1W#WWO 8Q !%3P&M'D$'OT8TUF4$>M3G9>*XTKUC?9$J9D_ MQ+0PD2@KPH5UC"DF&=:[>GUM&:^\8E1IZZ4H65_'ST$#>8 ::P.IX7;4!(-N MN3;^B,>C<5!__&##AWXO5IIM;3BS$.DRRP^3'A][&N3'8 MQK#TFP.QJJ6IK MZD>RCKEAZ/_T CL8 'Y\HUNO3&4UG W?9T$/'.3B-QU4^JP'V.JZ7/!GT=Q: M8;37:.?A+H\FLRSH>)_3V21L_#B+:%$B_K:3_(>\_9?"F?#G[WHU%\-?5@ZX MAY?G%^5>M,8=$>AEC@C<$D?$5]^O1&W_$?';7QE2\VST[T#5GC*&63C=BEQ? M?NO5/$]).5,N8DY;,)/2V2+(Y=QVFA<&77&+_VL/.?R*(/[N!?%)23:(838] M!"!Z]E/657-OCJ6W:Y"8/N"XZ))9,63O>C3.W1X!7AZ:S^M89Z:SNZ 9*52 M6>'QA_1^[/?TUX5_P6)=(E07>W"UXWNOC/5[/]V,IB4RK@W.P] BAYVQI[9H MFZZ-X>O17^LP&P>P)EP"#4T_!X ,>K6_TI.8!^YL/+A)1[.H(Y9_Q,=.)Q$< MP]6U;_SZO4GGWKRX&D0O8D"SZ< M>/G7(S^U83;W%!L1]5,NTZ.[(#?1:].(X\WG>94-2^=3^GL6W%Y>!A1># _= M:;2P\G5?,P;\ _PK_3MG6;PGE^I%K&4A/V/X9<65P5\VR])AW,I@FJU,]EU6 MY*U7<8*=%MTKV>QV7ADK=1+H1S5F%J^<1KO T_/UTBLLT[QN9I0B=9J_2>/R MS)>#L)CATOM49_ MUK;EZ\<7>.4@3'!Q$R@W4*$7> ^?Z!=Q.EL$'V30Y1:9'YLG+D_:^:;V67L'H&V9BQ=OA M4>O;64W[&9@< ZOP=D!N*HKVIQ< \G\NQ_>YNH!(/Z R?P$J7T_'X^GG0!]A MWUXPIDGVLJ&L$T"Q\[OM=Z2_WF1:."/7M,: .*/H0AU%O7+NB38*]$AZHTC! M*]4V/$8-%OGSZGIY5 F>!H1P37_3O?XYG0H$7NV5;.H-S%S6Y Z@E9]_7WSKW?J9 M5]BY^.RE2G8[>I-.HAY12(?"2+SVFILOPUR-73_Q:YE_GD_ $ M&CSIN>Z5EB-],\N" SL;EN+)O^0V5Y2*#^)3X\?YN@5UVS.!!PFO'D3+,(ZM MFI(W_X)+W/^O6.)@V#;-H_D0PXWA."1\7_HE[FNNQO#%.B-&+Z]GYMRF+5[L M!6D6+.A*E:KY)]_VVB^#ZFNQ,@-SX1[LZV!35PORJ*^V7ZQ(3(#P^L5T^?&F M/+D*0MXOG0:.R6>!N96 M[R#+PN!BNM*G,/^/I6;J<25,]6.A4,Z"9GCMU<'@WO:+>S<+JO_B;4]Y%7IR MG7Z:YAX^_\;IN#!AO,Z]7(1CM?#^L'-QH];=)+UXC%V*]6!27P7=O3:*BJ?J MSIJ:/5$[J*ZIM<%W7CK-_8;OYH9I:69#:*'WTLR&+D'A%1,4ZHD&^R0HU!,; M6AY0?7H1ZN<>P]S61):&(CY?FLG2JHJ97:S^:5W2W&P M#(5C)B2T,P@=O^SLE^QX]ON46=S )N3QH3%D*IC]N4?N\8BI?N]ZI3GXF>?Q MH_WB"&EE1U14.48N3>^#/G&0?T\+/DZ^;OWJ2 M+0IG!,@K_M>N+KCH>TJE'51'%UE/34?I;V?O85W/1I$ M1UDXT/'_F43'@+\X'"3G/I_ZX,>YN3_TEO]]?/_$&X"K$.C)8G7D/G_;<\M9 M,'N&7O(RW5C0^.C=B7F=9$N:74TNO&[D'QM$3+\( M)@@G2BOBZZ7SXN0[ITH_H4""_UJ.!K^/[]>/@:,[W%-@M&+C8ETM1^/Z:/V' M>5F9^[MX^GXS\G.;Q5_'(;0M>/-F1?A#C(.Z+J+B*E@+0?:#0$9$I0@V"\J]?+Z*W&U4WJFY4W:BZ476CZD9US%&=6*S^"RM%T#;X:Y[*S_JO M=#9+@QF_=SK6:WI?*N7[,O722CN_G MHVCFK)Z>!W>4ZG5PD=32G?RE@\%REH?.1#LLJMP/S(15XG(]RB)8D]'Z?9 - M\;;WJ[?Q3$B+]@/_H9[<75HMQ;E<;MM738 >/:B+T7(Q2BLF6/B7?1K%I(JT MR F/$XN9X9/@"DCKT: U R+\N5J3=#"8+=/QBZIJOA81-0$-GK?59%6C(+V: M?LJJC/R8]%K/-9VL#/ \<'S3 '_,[([)L(][21^N\QZV63M34U\Q4>>+APIM M#5V"C15EY==7E (TA!E,R;64 E,".)37@@TE@:'J35>4M3TQ3UU1UJ.%LG01 M'EU1UJXHZ_>_+J_FV;^600^UGSI6.8I<>*HBK#O$U*F<* :R41MIHH#:U06 -K>:THJB*4$>FX1M)*#!+FL/"7 M.DDU5XHG3[JZMKZG_451MTBR/6S3DRJ,NLO.O63C&RJ,>@B[_B7YWC^FL\%- MC@,\''\C\.Q'K86B]%\^S-+)/"^;$S^!W_VU MK)3JER>6Q8MY=Z/A*)WYQR7W'CX\N@0M=38-<2IIM&C__RP=QZB9R:",_0G) M@&7D51EJ\'7QVH>/*=\=0\[4>!QRO'^,%9MZYF8VFB\&-TN_0KT?\N<]?.O& M:VHS_#G&1V=4C;*2UV712B A_46]^/_>6:>ZXC:4\LJH0X.VT"),KJF#5BRB6]U5S M+!/9?QB]___\H(A W^7%.SUII^8/O MP^)_Z;%%=S=)$0VK1PO/TSS4BB;O M="Q;W:&+.+6"^.9K=WK:C*19?KG1JNQ!OU&PZE,&GFQ3!GD?'\M M4C3T":\*C!R:+MB*+@@T%' $+%/AS$M2PU"@"Z4D9AS3O?NS.ZPU_Q ""\7WOX/1"5O0B).()P YSX!PQA$'M M!06B@%!E%-AP7N0C#XU=W&QZF^=;+OW4?EJ=7>LXQ?RZ.$'[QV*6EKTA(M&\ MGTX*13@4BXU4D\T7VY6+UZ4<0?%AR"8HH(?><;G:<0X@H19CY2B4P&\X8-#O MN"+("2#D*^^X:-..HSYAAQ$.1<*6C'L?IMWO5;DG(8\ARHYYD8BRABD>**YC M-$\3_2@6P:ZE;LUP4Y:4MBPFNEFB^J3I]+A(JJCR(/!EC$WW+ MU M3%KRI95O<.LOPK>BJD8M:"N4/1G$BW%C^/I M5?BV+#[O2378Y+%;S:I^Y"+.]+:HD+2*!(L9) ^-UMP\+-MP](M[:ZM46:FK MR55+L)[_\2"N*^:!U S8&LD$7P;DW]5370(+Q BRT,(CN%4&6?'&3]-Q2$/[ M.)M^7MSD!<2F=PLOZ_\=C>&X=T6>7[_GN2WD8@5/R/#1O8FF][C,E;D>+9[: M]1,B[47EY'N$5LO4M[!BT[L\#:P,X5OY#V)SFJO[1_PVD=;RI^5=5>99A-5X M?YGGE7O:ZD5/BP8)?C:1[(=9K#>:7WF=IWY6GJ/HB1I-)M.BJE3]HK4DIT<) MZ0L^D;>]T]C!W^[*Z+WQ-%9Y+5QC-==MF= 7ZN7>I:.'Z7]Q.Q_WN*UI>H<5 M^P16'H%\SED4^LDHECD+L;4_79?" M^]WDU])+/ET7[5QGFFX[G!V7]5E''(?&QJ$TWK]5FKN%0["5S5.JK_ Z.)HHJ MPK6!"916&1H?IK *MH6 ;I&NH^3N8/6VFLJD$&Z>SQ]-]9/++(WO@;>Q\#A8;B@\>D%52Y M,"117#($/5!!SIR6CGM:P= JQ8BW7NJT\C<_UD GP;,TO5Z1Q?W/H9;J'ZTG M!=S'!R*%TSBT^? HQ,5=\QL[+\Y-0HIR>/'MI"JM/KT:EV4WXQ%;ZK&V4',> M]#$(<=*#FZPL7CN:U2RM4$X]9)9,%F7MS"+]H:Q/V^;DIF.=W#>PSZ'WX\0O MZSP_?2W%8%ZEM+"SLEAZ-.\"D\O.!ZD^5564H@EDJ*H0RQ*O#J0+@AAF\\%L M=!6*SQ8J:V$$/2).3X)/U&(W=32T50GE@2=YZ5UO<4W+0]#0K*WDK_II?+[4 MFZKJ*':=BS>N%KY^CEUUS]C46NI* M>!>#CTT.[F+S@V+Z]1/O+QZQYW"PZEPYF-<.Q_NU LUEG9D'_2N"L?;D[$NS M[:$%5#?5UTZ:JU<&R95ZDWM9=3,I&COE5%Q.MWQ%?1*K>L'[O-^;7[&8>*$S M/AB+WY*BR,YRD?^QOD^AR8776T-+E;)J^"J"(K+J9+HH%(O<9+_*JNHD#WQ4 MZTSWO"@ZC^G#Y=@;)'O%TSG'(3.)MB!$R1E,4% NJ+ )<,016XNG,XERE!/J M'%0(<9!@QORE4CD!!=+BN0%QCP(%:DZ@AMXUBP(3J\1"3\D;3)[F'Q>MB'(9 MA8MB("O/9.ZMJ-I+5E3Q==X*81E4\/E?OWU)J[\32AI:901Q"3!E.&112[">=F!14#MA MMXGDEEBDE:+.V^.:&O__.A$$)U!LN-I#4<%0IN&7%:&]SQ9%<8@'+JQWN3Y\ M8/]5*&-;.+#PTPZLO@!DF^^J"3)IA.8;K1_0"-6?L/#K\.ZR\0Y5T>0&(R)U MH@GR_T,R<4!RI1ED#%K!E'LAWHGVX!WJ^WE?+M[MIO>=C'KWK@CD&3VIV*VT M?+1%RW_.O%O#S@37(@44-Q0PDW G$^JD\8I,4&$XLM*91P($BWBHS)Q!OK%9; =JP)T-$@<L)]"FQW*7Z///TSGB-\H1S,SMS9Z&*TAFUKF78) 9Q:ISSO.LD@%Y[WO+3T M'Y6#\2T!Y7].=Q.EFHR="6B]IZLY4# M?@[:TG@D3DBI&BGMA:2@4*O$?*Q-\Y"P&]NS#8A/[<%C*Y5;\$';BES#PGZY_FV=1?6ZWY(5]P9OT7#V;=EHKM#OS^&(A@5<1+T8) M+BE5Q$EBG33">94@J &4,.X-[9="PFOJ ?_.9M-A.K\)M"(01-]=-!Z\K3O0^ABA@X'C M(S35SB"9"W!S=)C886(=$Q&N13'P!$A,J+-&2H0D2')-4!AF'-Z,!?P2)HJS MP$3>QTQVF/B"EE1'-">+G$+44-)V,ZE#AUV0/K(YF.9)KM=W121FH9 M+]^[2^]#M/R1E,Z6JE4GY"+CHC(6%7 (>@TH,9B21 *-"/#&H@.,"4")_%*2 MQ,_YGI]$K!CI4P#/X93LTFVX#BY> RX$J.PHY9P4B4D(H18A8 "S2;"CM/%@ M8;!Y-ERTZ$B=]J%H,KBTQ>;->1RJJ] 2/JN*"G91I8\P,:RUV9$02PB=!IA9 M((RF-,I\S(5""4:/,'%8WQ^JLCTG(?91'S::5M6^4Z]6VZ"M.04_2W;&?,7. M0 HF') 8""V_,SBT2R[#/+CY6_(!Z_@'F69!54?;W M22_!142H"EHQ;>* L,+KT(PQ)1)@*0R=T!SC&"0 PX=,&QN8G)+1+9L\KHN]8"8@M3(BQ+/0>DXK#("\-MDACMQ$HNAOKM4A2TBZK^82L MUU)*AJ*ZL83X=6_Z($J\5E6\4X8?86Y9R54M"4%&,$@1@Z%2 54A^,DIJ 4@ MR9:0SU(GOC\)$8MEEP/=F;?GR-&RUJ-%.@&Y@(@*;*D56DOKHK@6E#I@-BL9 M[,O19QO%W3J&/K,#\(?)7.-I&&0VNVU28.]8H_T46?6%C)IK0R_*%%]SKQ,:95]S04B M3G,F-"5:88F4C1+;)"H!B6V"E\]6:+>5D2_%',]3KVHM2EJ3:_!2=:YM>08O M*4;<&M@3H!9*QY!02FNL-550FX0S#WM )?LBNB@KH.Z '6R2JS'% (+D$XTH IARV+&EX":8(1WSB]?!KJ6G1T MPOK-%M0Y0:B+BMXWL4U9^7DCSUYKI_?](TU+:]/=H35;(V.J_8P_\DO*OQ]9 M_**MT5<''VT/8O388&]FY6/NTH_9F]!%]O.ER,2T_R*5O_&356X\!Z;'P93WU\%=?MJB*GG3RR_WJ,/[R=Z%%[Q,/;U,L M4;H/,_1N9@'3_S3'6#'J-'+"60J-DIZ&!55<*J0Q1NXYC/8ADM7T.K:?#+)D MQ77I7DA_]HK>AJ " &,I#TU #[6<9\Z\&/-U_.?O?S]=9+'1O!M-TLD@-(-= MJ1Z/F?R7U!RRF]^ID'/!@J%G3.AH?%NCYG=E6^;IY$69[P?P63\SFYD=.#VW M6XIN*78RAY[32;HY<^6AH?*L-N5_7Z8SCQCC^Q5@U/#BR4[EAG*F8"A(KRP M5FA&A,*)LAA#Y#BL=2J7A#$GE77:F23D&B5:QTL1R]1V0#@^.7ZVUJ]P#E_8;^5; #"SNOD5[U3Y-#H/VGN]=3H85(. S] M@31*G$2\W"MO,"4UFA &$9Y8S'"",864$8#CI5 "+4,TSQ,TL?4]^]'$29NM MA:D(P,NL4XF2[GZ60X[_>R M/P;9W:)WE\UZ\YMTEO6&Z2+MO>DM)^ER.%IDP[]N"=> M$WQ&@=MF/[WW]0O M'^PO/?L^L4G;K-OC4$^0@B^M8/0*6N^Q*.3'=#:XR95@#/LML9M?*Y#KD@GA M/Y>3K* #T-'!Y=+!KUZXQE/5CA@Z8DBR09T6'A40308(PO:J%D\(-PGL-':OJV+4.F"\3H0.6D08;!RB&HG-":.$XNM M2@Q&4M,((@Y0HI.-%J]/@@CZ>S,@@FE?T*YV5@-P(T?Z21#!S8$(Y^==L:L#D0Y$3AM$2 4B3&#H/Y>$2P\G MQ$,)- 6(0$,YW@M$2%,@@OH2GG>9DV=416BQ?^2K[_\VF\[GO;O9]'ITD4WA M2]9B595]DQ"96&NUL990PHPTNE#R)="G99ZVF=:8DXL(FTT%A4,(T1B5#[,DU#QC&C?Y@&U9B&$\\G MB: $6,N54U"IPO)A+B%Z7Z9IR/CQ3"/9630NZLZ&?P@VT57F=SOKC2:#Z6V6 MET6_S.J/7V_A35+QI@NYRDH(AB"&D+$$H?)\!%FF-JJJO(N+&Y;;S::W(:ES M-%GZB19%IJ:3N8Z[D%\7:SO_.)I,_6CO8[Q^-E^HR7#]*?9?2__UC]GB9NJ_ M^>0OB6F"+S;-YGYQ_6=/5XJ#?8F;5#>WDDS%,"^AF>;\"5^(X[U8Q^NE@P.K MP$$:H2BVP"% D?+Z+B.L <"M-G(>'EM<-C'!-T)'$"?D4:;VW?@T('#*8.# MJ, A@5ACYC5YQ2D"2JO$V$*KIX2 UH'#/J;V+N! ^IPT:3UTV-!APREC0[V/ M*9(:,NJ,P%S0! .M""Q#-Z&!&PPDCO$D<22&H0)%3#AI;E _7\>QXKN.Y MX_-<+=Q((LFA,@AH#K2%UN $%CP',;7/D'--VZ:B#QJU33N6ZUCN^"PGJIXG M3EE.G,30?V.II(C(@N6@$ G92./9SG*-FWRBST23D;2GQ'.[USL\XS/HTARL M:N84_6NNTOEHT/F,'F%Q":H69=HXA1V6U@K'=(*Q-FRER7HL?,CB-IU-_+SF M/V>S7\-BZ[#*.UJ1Y3UUED[<3QXVYT-=?[?CI=+7D85+S,ML"&&,ZB- M5%@15VK(T&G(-U+W=^?E3>NT(5[&1\G'[7BYX^53X&52\;(3BE*;:"D@MA!" MP80NDU\EL^;YO+QI]3;$R^@H:;$=+W>\? J\S'@5LY%8(2"#A"5.:R0YM86. M#:5)V$9CJ=UY>=.<;HB7:7>,>B''J!MV$6L.<0QPX2\JP;>.$W,K(25C1;'C"YO(I<6SGDCX/%A0 5"RH-4\2 M#2%17C-6VFD RY-7:S7>:,.]#PN>AI7;L6#'@L=G0523@E82YU57QAV60#BJ MDB($&7"HX$;RTCXL>!K&:<>"'0L>GP5K58UXPHGRS$:-2YRQ@BE=9@$ SY,; ML1#[L.!IV)2GQ(*M:K-8-/<1=P=OMM;J(N.OMRP=!704T%% 1P$=!5PL!5Q& M9RIQ@@31=:;JFM )D M;0%@%FJ9..9"I#PH:J2H!).-$)XG0:2ISE2$]2$]2E9+!R(=B'0@\BP0X55 M+Q+.(&F($K!A<2$+NW>M949RK11XVFB;3IZ-KWMVE/MF%Z"9<6@"4+( M0,,)L20AF%AERE*;E C*VU5(?C_[;,?V5)QVE8DZ[VL'#CDX$%B!@U"("P<2 MPUF"%;:*@K*:";-8;4COUP:'QBMKXSYE'3ATX-"!0P$.&-8*XP/*&3=(6DJ@ MHB[!9:=F*S35)[E>7402R'%F%D#J'#<:N

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

I_[. >+/:ZU_JI@+ M-LV.[\W/W?@[U6(G_.W4IX8;3UM)"H03&Y">SGJ_-V9ZF"TL.7%V9]_IV(N5 M?J54VO9'Q296 3:3GA,G>=>]EQ.^FRD014K8241#O#V3FH#G]#(O#=4Y:1 5 MUY5_A(P"M1OY!CFQB0F'TM[WA^>_?QJE]:GRZ1&>GY?!0XH]YZYQ0=)6^??/ MLA:6:!$+G$4MNPJRZ$O MD6R)%[P&0-TB;8ZNX&@Z/>A)<=DIXFIQ*?JMM-TZP>^>X!LW!O5HWGUC[O'[ M@#G!K'E7?:W-X?BW %.!CK?A?9;V9">?** W_7+EF^8?CCUL*!'N:(GR.74A@;<;.TY5P M_UW7788IA]5+% CW%O >_ - *1![[2A=#\%YN9YLFP*1'$U'+]^/ATTO*! Z M/:FL+[@"!4)8I4RSW;("X8E;> _$=3)21WB3>J K[;;,OG2:KGV%;$&,ZT"6 MA#<[I"-3%V@;H*)ED^">$YG':^M6+ H7?$]E%JP+LEO)O"4OOAKF4%8;W#/] M1SC9M+&6-6BS4&VJY7PV[Q3=YT5J9[>US;$H_Z>)9R)GCHL"$][$6N;Z#IF_ MS/!KVW>@&9_92.G]#079&,KT]TT8[:=$,;+"LW=_K[LEO+0V\.&'5X7?8(W? M-._UFM]>I>^Y(>.9_A$6L$R'=M'DIO/=WBN?7U-D74KQ9<3A7/@AS M0K=X1H;OOI2T^3*G]72F_V\YQUV:CEXH_^2N0+CJPLLXD/%-:>.H0TJF_87R M98F\CR+ J"J7MZ1!B=XR?7>8%B>QDG\78N'?PO]C77'^I[7];>*.?]X%$Z]BJG5+* TX0L.G */68L(G3-\P5B>A:,(LY(_*BMKDJJ M48^8$0IFWU&.-+\8_OARD)"==[MJ?DWK0& G5QK9UX/OR,9B>LH-[NT?[4'W/ONG^O_)^[MN?F[7V6NO?OMXK!!=-=+Y[1=B MZQX#\B#_U*/J32=<8'-7S^Z0VO$;O],'_&MLV;UK:S"T[1OEY8,#QY,L/9)<<)U.D M6X_;0=0?L"ET9R66S%4VU&T_Z45Y>E6[\1>L'F8?D74&HDD$X]P@Z%!L0AEQ M7+R4*?,+D:#2FBT+5[9!O$Y8$W1,VTUR+XLPDA?VT)@CR;^T.?",NI96'T7Q ME.PZ$AJ\:.H$714IK3!4+J9EMYX6 MOG-\781N!)9N/P8-;S\&KM0_-E$]2^N$30V=(L=K^QO$6E64/_,$"!<+L$#B MR/;2$'_FT$:_GY7?42#"Z)DX@W;',9D9T$-;R&1M)@]CF4J!-*_7(R)L)@^2 M#7BMKB50 AL/^/B.R#RJ6&/[&E!V,.7LH3T=?ASD.4SCK/ MQ^'QPFPK.L[)9'TZ"?O+,> 4"SD='/JO! M=0N^61$K84X;18'P,FQ0@='Q[LHNC(4\#UXI-7J4KMI&E?LR%1J\K 1,V#B)5[F89FRMAQ% M%7I8C!B]V?Y'>4\@\KD"(5"J5\XIU?":@F- 6&;KD0X25D31FOU.8^$A-^ZIV^/VZOS,/_/U+(U&S MWCCKI+S(-.7H$&BK;2'Z^_G) V64NQ_K JO(^%L=S&KFN8R%N1IYE"98'L9LB9<4?Y'_"NT;K% B"U4V778\V&W-8FS ; MB=?/'3PU&UH_Y!*1GW;Q<+:YY\7!7;T:-XZ<*& -Y<%:@Q"M1O:34J!@X+_H MV@V"9($>>7=P^&E2I"ZQ7G21@ERDI"YG->?-(<&P7W[Z@L& *)K,^DDD:ZSV M'P=ZY3_X:M<'N2VAS\+%TPF9X9.2 9(6IV'\7"L5E6N1P'6Z?(T/55?[HSEL/BFTK-!QM)3(Y>?Q/IZM%X% MZ:)+2268D!>YZ'43LB,O#YNMN[G[BB B6K?J^A=>V(_S2D9YO(C=' %OD&=] MAGZ(M*PZ'$Y##$DX4$,'"GKI- M:>",[<0_]F.O(H__=NLK)6+9Y?>:D%L@+:EV?U:8MM.IRD=O>M9S6FT>BBW> ML1^V_G(AN=,R?C\K/7BC:]C6[X;0R8-+^:&I@A?+2<@U+AZ#Z;$@Y( M9<:7@?6!>Y-O#S+&J]R[ZND,B9 M]AW@9'-7RGZTGM-(>J35>X]0A^F!WAS!>(7>8HK.HN]9R9O$_]'SSHE MJ-P;]^J7)OATZ7]6[Z^"O@ M4% YT;GY\+8XT.)3&V;N*6U?J*7/-KS+F]67Z.2QS MHJR=YK/8$SZG[N+63Q(#.Y<)J:2C3V::79>H_S[/) MKQB=L(#O7<_U>Y&9TA#I+VN=D^ OCC5\VWR:$S;T[>^8;Q&;FD\>2"2-[ ^H MZYT*L4Z,2 D@GOB3%:)Y1**_8^!^J4%19?_;Z9#(2S=(T2YUN;I61;;KZG?- MV^7W]+W^I=KKMP@1,+2OZI)I-;$ONE ]NMNGW#=B;^RO]'U?65?F(0O>7.2_ MSP,35IV'^S&;@6? YZZXH5F9M01+A7>9_@14=S>5L$TF2T75A[]ZH8\,Q623 M39S"F9X)7FXG4L=]!MN',0\2XOF7*O5IGQ/);_]E<27'*OMN@T(>XW56 SRX31.;NHG^21(LBG!8"JCM#$IM@W7991#$WUB#MI-&$3V MNIH=&UPXKOM^&#T?Z^IV^MZ*@XDC^'3?'R>:?S+Q#]I\;.W)3[Z[7FYY="=E M&VVUT8\B%4;WGT4&O9'$6\F]+[:<=4R'^SH_QF[STSBIPSE[SOV=IVYFR5Q8 MRB]A_J('(8K=12(2II<*5/ZCE(>T7^> M_[%GOP_\1JE_*DE=\%/ &?;XIP?N5HKFH7C5+T\R8"?LY?^^Q^^VP#5;W!H& MS$!G^@^B_E3:!^:>"CR&]61*>2Y/[W%5W^2?P;#L!N<@7">\1GY/!- RN^^) MVPA>M&Z,:1M8/F!9'.#M NC@VM=DMX/M9A-U"[HB8- M[R.%BN:3V[%+BJ0N[&E\:&+/0_(0ZP&:AD(HQ MDIGDB),5^QYJ)P!M;#AS?T-4. C;24&Z&#Z. M<)I7MFV6J0,/??D*::\0J?E/KZC-F&/4UE]?)U4@;L(84*V+E6J$RF@]6S85 M'Y86K.1%(^T:.YT:-#7668%0@^K/ ]G<-)=]11:U@\P%@)?VL4]POL_0EVGH M=H+%Y(R4$CY$Y#TV[?A?I_4=JQ\A/!94K1;*MR:^G4YI?.&RTVSK9S53IM1] MUE.,7#TE,&C :1.3I>>AR!4?(K4'LQU@I<80-&2_@7%=7 V9$Z!4N5?05\K M3Z^>]0+UW11D;!OV3.:A["NZ/?&\C().EE:KZP4Q06^:;#J\9UO=4 .Z!5Y- M[)7N&6#A&7SGUV15^1WR>MEU^5VR"?&SM!02X<$P21NONS!27$)^A]6V868R M4DS7]S%<3, X41R5A+TJ3BZ''#OB'9C51%P@:%HN(:1?Y^?6[\BP=EW5I;KD M!J]7B@JULV0NZ@57INLC6IJM VEH5")4LL)$+*]8HHFR:[@]49H%T_DW17. M]-8E9G*,+(LE08&^O,LD#V&@]!6/S^V^-A6L#Q9$HJ.NBC4,#/-;F\]2OYE4 MD4<4"!-[$[]S0PN"#5]@+:.:ER7-EJ+N)JC08%C M[$\:GN$?FW,/7= TN-N[^_2MH+Q95^QLD]J4M3!.2<77<%*8"P:\7HKL)5 6B?I$Q9_L790H9ZV5()E1= M#85Q)K> 3;.LLFG4BRL5*_K3R[F58H_+,10#N#]@Z;;L!NCP77R2A7_^#PD% MFMP$;;6OM:ZX_/4QP']/=/['C5W/W'5V,W[B"$VWV_V0/XILM8@X M685?.?$HHWP?S>7'F4\/9%F\K7_5C_;EW+C[\<#?O]<]>M'_[MJLZ84M+L^O M)7B<.M=L_V#G+]*8'Q/VAO;K*AR>5$/,Y^0^G GSCV.58)ZX4.:E0.R^0J*( M&YLD%,_8X3,JM+T].A_4S(HY-U)@QO.(NH=,UV,KI_^Y50 M<2F$B3CZ1G3P=(JX_8N\%!M*VT0Z 'D(D2C(733\8+ZC4+O7+:-'1ELT?HB61CQZ'KLHTOT;[;OZG=SRF/ T5E?&T$;J!\164S4I%F\;7C[ M+:O>QO?$J.9:PW55C;[L@;*JJOU[S6.FG7;EP*_]EF5*P&7<1$';/L^>.;[Z M3QCSX<[=JRL_DRZH6HW^[EHIN^7W;)GV&3>SI'2#;0K$6VT%XC?:\F=P18$( M")-HW:"6AXXE]LQ_I)B@@#A'63KV!5V>@VTPA$NPFM8KA@Q)":S]28&X8R75 M59J<'JE2(@^%B5+(DH4HI?3@O58@%A4(I:(=B3R 02HQZ<>V: 5B>5$Y;;AH M'6SQ[,.'58>VWCRV?G76*I755U9_N*CSQ[YUX@RG).3A=69#&PYM^?7;^BW1 MN)D;LG,->"F9E?R/W 5@=,\%=F/K+Q4"N!Z4.JQ/.CQ"PH'NTK@F^3VR_A0* M*3,115$ZF]V36T-LJ!S41@%1P.9?*I3,0X?A \SN>T!Y8 O(S5@,!3]GD Z) M"4:!07P/X9^+:HLH:*>RA@^0-C\A]HA.5CXF6 M'9,_(IN/G2-&?99G?7K1Y^(JJK;N8JTEFXY^X5,S,#HDKT%QWG&PN@UFF-"H M[:A@?'S['0;)4"P8=Y16@0+V?.-8+4M:<*Q MAG'Z^BGKL%!\N.1G8**;]I1;,2&B@WK1ER.EF=;=QG-CL0/IT@?/H>H08,# MQD&170$?<\H9$151EWC+#[H:?:\=^E%C?#OZQ(%N#<=R;^O7\SBWU6!EKMMY'M^>X&5>TD(T@6T(&3^!1@::P%W4Z6R1\8BW8&%R3, MVD'ZK;*J*Y7CAE2B$T@2'L0VX5+;;EKQ@V M(J4S=BMU3+0./#I(D*G'JA(0GC([+=84$;-T$0.Z!B.SBR\$G]3^< _I)),6 M6<6:0Q$"B7[.L95&TVD:S.DY>JB8-#=/OB8$%I &6"B%V\S6&C1,L,O($GEX!W5WT[\'UO:^A*_IN2=[TB\YO3[@YOCU;V^Q3!OE"&;'PY MW;SI-CZ=VVL79V'77::Z1Z]#8[ MMXDK-)+U3/WRT.Q.-1MZ6LTS3.8X!EGG.NJ0;_(NAJ4U.)HZZ"4WN'WP]UE= M(SG^J*/^^VRBI>RGB1<#2.5P6XF=WM)_E/L\FFAH(JX3M*MLCI:O>DOJ_LEF MRRS#UBBG!C9+I9?*HJ MQZ=GRM\KH(93[B>A1C$6_]PRGYV;>*O8SX]J[W'K6 BUA&IT,"'S1HF_A*JZ MV--^GCO]=-7Q>P./?F[YKIALO-3*=%7U]?6M>TO,;/++5Q2;^IWOS/79N?O\ MGG;J^;T]%/.4&X;R+:W:A@+<9N[&O;8F'XT\#C8<["=?S;B>V]NXUS2D#=$@%GK]Z$)FH1^G'=<< #,M%@-GPZH<&<<--@AIWF MH!((9=$G?VA$?7)= YY[%<V5:9R46.MJ4)SD&*DL1I6WGC_]LQR;R+#=<2V?_OE0.\.=0S\O M:)*"HL0'GS:D M'=X!QA3/+CQC:MH-_!":,),=+VIH!M^/T(<5KL ;-*.9J;$ZC-59OWNF!%EO M>SE 2")N_X<2FU1)[66TG3WRH=6_RW16:&2I*B@\(PD?J\>*;_QYCZ@Z]3V, M5J9U$:G\T0"Q!C/9'KT+/T!Q67D(VX4NKN?8X?NQ+T:4_!C/&)(@@PUO^!Y@8#=;YE&O\S.+>ZQK&RUM!]V M+HEYV#:>H\2.K54XG?JL&)T)3HHUIIL*5*EINSL=J:@C3^J?V\Y;+^LS:,PS M5L8F*3((]8A6A\VK-6!2O+>0J <6]WVX=?(4"_5"\<%N]C?&WMZ+L)6*KA_" MMK-P_-,!E*2RDT\TF#G\X%"]'""),^#^4:G!"&J=FS,>2'%&;Z&.3KG)8(^C MK_(U8U>YM00Z;(O7*4G*/V.ZN)/-(SVD!_NXLX,^>C?B*TE-A@RJTESN6\S> M_0#>"Q7DT_I->GCG[OG5A_<9M38MEPS5K;W6(/_-GQJKSSH$_FJ7-^<2->K' MB[?QE\,SO 5UJ[GM8^\JKXJ$%OFX1XS V9_@,"5G5)J/O##JEB9Z7KX02)!) M$X/%[,J=:Y7B9,?E8)*0I0<'@A7U42K>3/H3.]-5(#X9L67LZIJDC]H$.OC5 MAKCN>ZS4*6=3^U> [))?E%,K#\WE')["M_'%XXAVM 9SW01IPD^)%--(I:@9 MS2TN:F6N3_,W =E+_EB=]9R$)4$6W:I4[DCP[ EAI,R8I M?V8AY_.UH5P-9F/+8N"-!:J>0F^RNO*PP'.'FQK,ZPY@AKDK9N5A2HOKV.4_ M;/=BWT^/C2@(.I!Y4ZS.,V:C="6:PRE!YN#9T@%2 F($494'&-9==5;P?F5I M!L]2QD\,PF84HZ9N[2W$!"K[+EMQJEBY91.^GJ0-!1R!+I<-Y:U]9<5UTID> MXKRN6\@F!;,6OP%"Z&E"20(S)7:S/Y0M1,RA3+[^%&X%O4@]PM/I41A%DUSAS*H=:^ 8J'6L(E=?D MALD$I[.TI/FK'V_SP[/9J"IE5RG;Z:Y;BH@.'S&&*6TCN: M0U?EE'FFXU?84% >UUO7;L6+E*>-8ZN$GGB(6@RVE2L,&2;A^2\Y;Z#CXUXH M^84O,@-%25,9%-?V!USCGW'%6[*557!*_V94VH92-)A.E[%PO?^ZZUQ?]P<0 M?(WY047#I%R (X6-4%UMX:!.)8VP6L;55%:Z+;(KK2O&]3-G"E78<:CK?H\% MREW581"*7?9V9>(E$K %&D0O/>._U?BO!I?%$H MG%>'U6 X7\1(A?]S,,A<@WF^!%4TX@<&R /056GILI(\TP_H_V?I00-_A_]W MC98;)'CY".)U>58;>-, !:!6_O84<%\(#"LTF'/ Y'+*1_-.!\0]W(ZIO$5<.W[3*(>O1QM[JT)F^JI*J^UD.#"8"VW9$P5]-OKP1)C;5A/E?$ MA\6.\\&W0BD.MF7W^0TE^7;R;$W4=1D%;T2TK]VBVRP31V>Y*!Y?V9UU3;E> M)8-*[S"\6;+I#%OIDA%DH09SY;@??*ACDA6/RB?F)#FNG@+^2C>7?12:^,)' MSOC>UO+,F4H,<=]=T\U-Z+":VF)B#70QW^#\>WB[9TET\R-*; HC5.'DZ56K M?-F59P6E@2<0P\]-=1:5U^3F:4"%H_-=QMH0DANK<&CF36 MY!\LAG*\OIZV<>:#9 VNF/;_@?O_'KACF46P"1:*T MO@C"R2)&>Y4$A2@9=I.-+Z,_1,8%L1NA\ $"%CKQ#U!56C XX5)&KY*[IL"D MX&BYB<>L4%]4#(7MYG:'9N8&WQT^4C24U?XZ1X/Q@D@*_"KZM.Q3BIR)9^SD M0>[RD9'<6+$_%'V77B8(VE$'OI/8I=AFZ/0;\U?0B9]F!5$93>JL'%K9ONK M]R]\M>\"IUYN[_-_:P2158_5OQ#-D0XR?WXX.U3&'[54&@2!II>5.@*A?57+ M>")@X!A&*Y3267Y@<3,+)W#".2M[XO1N9-XK&3S .'R7?A7Y[/VDKK-R\,)N ME;:WS[XZCOH&47>8I16K!>%E%\MEHOA8W2Y'J_[-NE#T@$>2'*_-V-1YO(<1 M(O=1'1K,+PY-%)4E6H!G3M?FXT#"/]]\_#\QY[]O7 _KYO"'X9'U*@*&!#S MO^R6CJ(K?10A 2,'X&/Y..GOB#UIX%/H%UW@&&EV-7":H-X;NXJL(J"E%39Y MB?XBSU$4C2>88_,UF+LBP6)URV"O!F/.N8R* "1<@WG0(OP-'-][:C#S4,:XGA\KH*A^BM5',_94+66X M'#_S5(-Y2U'/(W]Y/HF6Q:N*!-+H=6"FZH7GL*<6_UWN"V"42E*[YA-3+3B* M(E7]/R?HCA,N*+<:6;V:M3OSH.7*.5]6R%DITJJJ)H*)Z^Q.2$L0NQER=>(S M>9$* A-?V5,L4W4R".#XP >F//H]% -&J\+$<#!H-%TO78YLA'W:W[^RHT^( M]T U5+"UP3?(J0<.UDE1&GM!,;(\9A%#SNX MRU;;;$0P4Y5\(6:[\$C=+1E3?R3/I ;D7WD'?GHF']?V'PI"C:4%3"CHI59) M?GTD&3H2PL\N/1*=A3VZ]'-OUSLD^-HP]33FSQUE;A?94G&<),,IR>L1E]IH M=);R7<8PP.6$/Q#%UUC\WVVH7C;XWQ":^@JAGTD#24"YQS[4]RFG^>JCJ+#$ MJ-7_KK\%'']C6O19#[Z *LZW0OP\I/'F&@VFZ<3LKDGTMG_7 %OR%PVP0M1? M!HCD]7^ MM9D]M^)Q(E2M-8XH; _1#K&F?V6M 08J@CB3)'3F59$U[=!BE=_ M!Q@WE%F5[;/?__F?:A\I^O V!=^(8:NL2H@U9'C40=L5ZFA!=>(M&3XU*C0> MO5J&>H^1JFT)Y4K;TGA':DBDC++XMR[A0U;8)L.MX^R'6S\=PS_"C]HGC#TLI)NE[\O3\5]6Z66=M)=\])/O M GXP:H)E1X5. :J.=?R@]'E)*)?XT.GB'C@ MI?2 M-66*94@KX+DHG%8$*ARY:^7P$7;[DX#RX#/'*JJJKA &O5(Q, W] M3:C'N8(BH>,Z915FRM,PRB M)QT"#^R0EHM'.0/,T6B17@#U8M2HR/QRI0:#<[^K?M+KTEGD-V5>G=G[6_"3 M?7E4?PVF6+*EQO+%YZTYQL[6SS^OONAS4W:TW_B;UG/T=!T[G>&.W,4/$[<]TR@?F3MU"+/Y7ON MIQ=]>_\Z;>^%#T7?-I_S2MM_.#WKWG8(E0W)))B@P;@9?7T)+WD:1$>8-0D( M\8B!!G,G@W%2@Q%&0ZC@:(U"VNYRV.@]Q?((]>JSCN@%03*#/WSB'=- ?4A& MFMD(H0F^]!8*"^LOL3%O8'3R_^HQ)#E.@T'-9,?>.FM [@2CT_F^%@C^#JU2 MR]V%XS/?OHU$+5S2LB] 5\MS[$Q!(S#I#GY$#*U%R \3\&P%%/CU3<$%]T[C M5S'T'D+WQY'%2Y01>[/W08+9W0SK '?@$FFA>2:-$H MTJJ!*R'A-:T_.>:XO]P3[7 JJ[]_4[&*"<5I,(UH_?V%D\Z"F, "_I=0RFMF M'+Q"1L$,D:/,XR;=G;3V\Y5VZ;P3$2>.;UPFDH!$*IV/"CM^E-"4V MC>?"IE6]^R:Y?]ANP2I9_!VWKO9_&0[P[X?S/UR"(F1==HIT\MS3SQK,"IVU M$QK,/>95W)0S*CP'LV4BV/H'%MSZ_LMT\ 2J/!'M0#$1 Q\&"#[HS4I' M3<4-L%/HF[<%)">?5-^*G3-2/F0T=3U,$!(U0^2'W3LM2;U#WMXUMK8O6OK+\G7W\.4VY+9@1Q?A:M>@3//DL+?+\IZ M#ZVNOOY>9.^WV@R_R"/L,=.Q(*G4PSKWZM&7._TW_E28NJ7%XI M(0:(+ANWO^L3UU*75!401&4[3?&^<;WO)QVZNO]V0D9?);%Y]/Z#MEV'%AWW MP&A==5-@=-Q^JS?<,.:E+OYY".>^3F@.< M8KWI;0Q:#$4J<#IG5$]0A.2W6SF&1-Z#XKQ!(-'&Q&Y_%X\V$)J89P@%4]6U M:E:)*+J,7G,@SY\7J#M4CZ^2X)I%<8@%*$KYCX9:JBFF&\8/#%J%.I+E.7C] MP3!ZA"!+_W9DCUG75&WP6)%GQ^2UPLML05G04>>2P--,TPI:!/'6UHB0'35* MIHRA3R%'K1)(S;Y-00;H@EM\]>(2#[?CY0/6D0 MM?@@Q]GJJI7"WJ2V[?&+ZA^X35W ]2"35"E:W%&-<(:2'J333N#9S=J[?#VQ M!=H(GE%9!@N,2A,F47F?BNAWD:@DW4#ZMU"P3\?8DA'6(ABK<-(2Y%E4S!H3 M$P"%,4'K=_9]JGWFC9)(:7IEZ,H1UF,RK"LE0P&*W( !O'!\"6,5V-1RA7_& M@8-["Y7).(VYQZ6J8Z\FG4[((IJ926&]=XRF$Q";WZ[1K:.=3GUL/,*,Y[G) M]H4#VG26*Y1SA^[LVE-/NEB9&[!?7%GK?5=9P;P=$W]R0>?HDO<]OD/P27_X@PA=U M4:S1:6HTF(VL=.E.:B1H43OA-49YI6QG<";084]E.:#C/V+TGIO%OT_M292^ MZ+3%+7]-K=O Z_SXA"4\$G2+_?RN7Z^:\"_2S92BC%"$-F@PEXC+LENDQH@% M'2LSOW*LEMMY4DD6ANH-UN%>+2B(_F#+3NZ::FUU(-?<_M;*/(#^+M*%R^WN M7-=[Y*V[+HUE7(>CA^X#DY)M12G(W*]G4TL"AHF+>CXQR(563'GMYN&.ED-Q M_J]L;6MI)M[.T2;>[K4A%SLB;>CL<*<=\H!!6=?6?L!8_9!$Q:'BOX(47XG7 MAX\JTZ9F6A#K#85-+4)K"<"YUE3LYN^1.+2*(XGE.]SC/V/;FT>#N0S_2BA.L45J3#?>"XY]R*9&Y]/3%!]R.(R=UQKR5ACYWBJA MIQT +;N(QKJ#IK@GLVNPDTZ$#-@8F_YCG+[#RWA]04 M^S3@%Z%"CFBONH'BK,LFA9D7EE97Z'3U:W#?&LSYV M&C @&D#9S4=$ BD.0@N$?4NF(TE;W[3E5- %=8CZ5H*L1V\!]'7':TE;=2\/ J=1K/?_88PZ,G MUK:/3O$!D6?R $^)1TN3??!E4O 8.?":3W5[W1IZT8$N9 .MWP;*E>.62A[> M<&1A$4.(V73N=/]V9[K[]$L>.$ZY%EX M:9D%)C-R).MXY.2&=]'?IU]L,GNU:[6RWB$G0CV5VR(USYL<_A?D<5ZZURS7!6.V$_OK)5?OS)B]/WFNUK5V M"+?Y/OP3@/_X*EIGT^F_)/S_V\!IWOPO4$L#!!0 ( (^ :5 >0&-M HH! M +#2 0 4 9FQA=&QO9V]F:6YA;&$R,2YJ<&?LO $ MCXA^E$+L^@C\ R:J 0X"*0C\G9;T=VU _+^TP5OB-VV(0#]X@&2)?O)F6?K. M3^^[1OM/7"]N - "R$E)R4A)R,G(R"@HR"FIF6BHJ:BHV1@8Z9@XCW!S<1[A MX(#PBPM">$7Y.#B$%(1%):5D966Y!954%:6/B\O(2A.8@"@H**BIJ%EI:%BE M>3AXI/_M@'L-T),#4. 1&,0#$-&#P/0@7#W C9>2!+0?OBL @(C Q"2D9.04 ME%1X@I)#>(W!8")B, D),5Y94"@^'2"F)V'@D=(@93SC2,;KPR1]*?HQ.9]F M82VS:=L2OXP3\C(%Y6$65K8C D<%A82/RWKW]D=&Q\8G)J>F9V^=O*ZMKZ MQN86EJ 7W@- /\)?ZD6/UXN(F!A,3$;0"T3D3R"@)R;AD2)ET#A#YNC#R"M] MB9Q),_IQ82T%GXSI$K,3LHWR,+_LB, R0;5]S?XUQ2[_1YK]5.R77OT -1CO MA/1@>D =V, *@=7->]!Y#!(R9IUB"SKM'UXH4K_V[7]ELT3Z.FS: MJ?'A@%0QD;U=?1SPM@T'4&768U8FTC%#6>J;%37S'U2'1O9.8N!GYVNX5\2M M0SP[H33KNUS=R+#%:!'MJ'Q_EQ+1:@6KJER)8IL;?(TTQ$W"@M.:.$"Y(=#A MF\'B7HV6E0NFE;L2NVO8Q'TKC*E2!YXO[A'QD"1E\";"I\A[9R[C^3+7S>SC M/KVSW98,[RKC^9,-HB-W/X_[#'!8TMAR7CA7DAD]8,!R*N/F++S-ME'OS D2 M)N#,B4/V7P;@W6;V]J>?#[RI?!H=!6!2ND:K13?+GEU@:((_BH7!;E<'.@RI M$W-PW5 :XU8 QEW!->!K9],_BD77W:ZO.#-Q9WXE$!83F )_&B@0?4NEDJ'9 MF#\F*'%VM?5Z-7\G)#AA(:W#\PQ;OZ?&SB.BM7>UCI_'+THJ]Q19% LU?-N. MXHUCZ[Y?8:QP-43"R7O: M0%!A5<_YTTC!XNMF6S=9ML[JSEENE&,8!-;<@ZN&+EG.'Q&M%RLM7:;?N+V6 MI%,3?J^=(>R1N7J?&JQ# XYQ1#+[LX7@ !ZUA ='C3]99",=F,(6,,-[I%[T M&.KJ7?7A, 'YTF3/M[77-4#(RW:9CHZ=X XYY@N)P6S%;87IFSGV;56/,V=[ MO!L/^VE-'HYT5=JBM2Q755[IKE25&-,I]&"6$Z%R[S)O&#_*XK(F&+UA)HNCC[6!0+*&9*1S?*/6=7U3PV6'P9./BUX8,GV MWEOW)0?]"KC9_3L%GBC6#&2^[L&GH-2- Q=R[_'4+F9SYS(JY+ZRZZ\BBLC/:ZW&^DP7;8. MW6K" 4-RXUVK 6PHDYLKO;W?>J)K1N;*JI9UKY^/,VGT]*46 F8SD%-J5>4[ M4@[:]OTVH05&.$#WUIX:W1+=UH2 CPO7_.A]%[]AU6GY[;2HS>79BJ>=TC,>_H;Q>XFQ+!*M_!O ME_.U70?6,*T%E>UY\R$2KB.;ZX7)C,86KRU\![8;R!XY'GE7I]H85':V0K;' M!0<0,?-G=X:VRTGDYI:HJ'P4U]&8LKD7#15Y15\GA/"Z?5G7)%2DJ?K(CMJU MR>I.N3G9!P,MZ\]KA0;98/PJ])&29!.<.EH^=R5-"HZA72IF'+L?95MBXN(QH3%OO^.6D*+([. !]I59N\N:(ITQ#BGIY5%V; M/N))0VV^B\-+.J5O#6HFC8^F.%(>TBPMY5R??+A>-O:ICOZ858I57? >IS&B ML'T>/<#JD;O@=/T+<_^-G$\8L\^Q[X]W,89FNE6S7C'I9.,IB2 O>S\1W^"= M=I%B5COP?4M:F47+1A/)>/2M,1I&K666*UXE9Q#LRM9)E>[/.IP?F(NG\;O" M6X^%!G/0=WSY?*Y7\\5'XMSTTDLD..SU?8=R]-T,S6_?=7*VM$M:??8$[./SRF(].V2$ION6.]GU[1YG 37S=_G'<63VUV",W M&V-,H]QQ0+1W2%MDY<#.!_G8&>ZE.+LFVAJFGA[RT@7H^HT[K1(^KTT4+DN/ MCV^H76%_#?IDWFE:,6GQ*=M+/B1_ZF9FK:'Y[.FHK+[TZRLW=29C$8I;WJ1! MKI-CJG,=HNHC[$MV5Y4UA_JLKMEM>XG3\\<>9_&(CM&;ZXBD!D4LU(^F" B9 MG1ZMT-T?.WM&1H4J,\Y9W" FT(0%&,?/@%D7K.P%JPUE M1GH&!(JO?U5,*Y5 2%_79VF./(0DGTGQ]@Y1>^Y.LOC[V.MF M']Z]Z@KWQKR./$03*C(R&-11GRA0G>[6=).)@H\FENG!UMW5\5 E5E7R @69 M]!+MZ2 V3[N9&C.+HI*/M'7UYVP3_=+H$JB^D8^D>35G%G*/TFKP5CTS?'/* M !T4&_'0UKYY617S.JCULJ^;[VUE];+>_I:B1HAI@VJJ^J(Y&DPFJCBVB8H( MJ6&MTI*]JV(]<_'-1 ^]_OM^R]34MMO!$4R%T6?9N[A$DD_S/V3X-"6WR'HA M#-+CZ7NSFRJXR5S[QD 6X.GT>N3FU-&2M:&;%5,W5@V2Q6?;:STG*>T>WZZC MR65%VMYYY+=HN0=G$^:,ES M4*T%YPG.4)%S0Z,XX(98U6AID,WQ=C;.9EHJQM[[ ?,EKYW#SP-+J5'P=H]()> M@XGBJ 64:5Y^5=[,CHLQ5?Y(-AI6,C)X>.A4<4G'%W(%3S@4V8@ZK%1WJ3.E MBZM@6="ZNTH9*_"Q)&) F9?EC@+=5<@= _H=OA+=3OBV,=P_^'--?N=Z6,N' M[N9NN^D<\G_K%GLAO2773=4J8)67U>9B:)9>O)AL0^3#TUBD<4&.* M6?:5D\::X2WB,%=HOKSFR,P4G]J#BEEVR<1W@2GKZU]E.%IJK8\PTK.;"WTX M[)0)CH[5SW-C4=9)3OORD5YOC1VA%$CL++4A&"=5MD/'^5R9MY,)\DH=G*+_ ML073/2D75%"K:J3=62+&O^CV]*IMOL.$YE/A-]CDN=9MOJ56=JX+#+*U'[I& M@U695UP_7?/^(K!I\WBN0.!C/GJ@40G.8]O0>,=:D1.TG1[(_[![,^3D,^/$ MHW+3.L6!SH%JKY;FZH.(CK?W[69W!H>D7& MD6'F>&^73]=3C9+:EH8/E6[E3/3'T^Z: MQO'KH2EC<6QO439&NY3W+#(TM 'F8,.V-3$G,ZXD1Q_TAQ.(H]*U,AT^TVD% M@NWWTEGSX2J\:2R";CE%;3MR2[<_L>-'AM/QW6TT"QXQD<.,J5*-E"^YW^C7 MSK[,Y;[YY>@5AV5JOW5I_D3?RX$F+Z#N4@WK'.AA"9]OX[X%:G$.N4Y*]^NX M.[_F&,RN*CF\Y;M1X+HI-]+GZ2E>,O?@\F[62?E,GY;78:@[#T19V*8F5*.4 MH5--&OE8MF''C]9JC=EM#L>#1_ B7\L+4*C#;KEVRKX[YZ(DTR"O9R1) :M5 MY+RC2U2<:8&>^$CFHGW*)XO+6B0%DQ/"8*LRW5](#"IEKV\Q"FPJ,%+ORY

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�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�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�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end XML 73 R56.htm IDEA: XBRL DOCUMENT v3.20.1
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
Earnings (loss) from continuing operations before income taxes consist of the following (in thousands):
 
2019
 
2018
 
2017
Domestic
$
(66,135
)
 
$
(72,703
)
 
$
(96,343
)
Foreign
22,110

 
38,601

 
30,093

 
$
(44,025
)
 
$
(34,102
)
 
$
(66,250
)

Schedule of Components of Income Tax Expense (Benefit)
The company has provided for income taxes (benefits) from continuing operations as follows (in thousands):
 
2019
 
2018
 
2017
Current:
 
 
 
 
 
Federal
$
152

 
$
(202
)
 
$
(125
)
State
(90
)
 
147

 
(437
)
Foreign
10,070

 
12,675

 
15,223

 
10,132

 
12,620

 
14,661

Deferred:
 
 
 
 
 
Federal
(148
)
 
(2,073
)
 
(2,164
)
State

 

 

Foreign
(682
)
 
(727
)
 
(2,206
)
 
(830
)
 
(2,800
)
 
(4,370
)
Income Taxes
$
9,302

 
$
9,820

 
$
10,291



Schedule of Effective Income Tax Rate Reconciliation

A reconciliation to the effective income tax rate from the federal statutory rate is as follows:
 
2019
 
2018
 
2017
Statutory federal income tax rate (benefit)
(21.0
)%
 
(21.0
)%
 
(35.0
)%
State and local income taxes, net of federal income tax benefit
(0.2
)
 
0.3

 
(0.4
)
Tax credits

 

 
(0.2
)
Expiring foreign tax credits
40.2

 
4.7

 
2.1

Foreign taxes at other than the federal statutory rate (including tax holidays)
5.1

 
12.9

 
(1.3
)
Federal and foreign valuation allowance
(20.4
)
 
35.6

 
46.2

Withholding taxes
0.1

 
0.2

 
0.1

Unremitted earnings
0.1

 

 
(1.1
)
Dividends

 

 
5.7

Debt repurchase
1.7

 

 

Foreign branch activity
12.4

 
0.1

 
(1.2
)
Uncertain tax positions
1.4

 
(1.9
)
 
0.1

Effects of US Tax Reform

 

 
(2.4
)
Intraperiod allocations to OCI

 
(2.0
)
 

Other, net
1.7

 
(0.1
)
 
2.9

Effective federal income tax rate
21.1
 %
 
28.8
 %
 
15.5
 %

Schedule of Deferred Tax Assets and Liabilities
Significant components of long-term deferred income tax assets and liabilities at December 31, 2019 and 2018 are as follows (in thousands):
 
2019
 
2018
Bad Debt
$
841

 
$
954

Warranty
1,391

 
2,134

Other accrued expenses and reserves
1,515

 
511

Inventory
2,993

 
2,878

Goodwill and intangibles
(22,686
)
 
(23,589
)
Convertible debt
(1,530
)
 
(1,225
)
Fixed assets
(13,421
)
 
(3,107
)
Compensation and benefits
5,965

 
6,268

Loss and credit carryforwards
121,602

 
131,896

Product liability
3,113

 
2,315

State and local taxes
31,499

 
31,345

Valuation allowance
(162,790
)
 
(174,659
)
Lease liability
9,713

 

Other, net
(653
)
 
(50
)
Net Deferred Income Taxes
$
(22,448
)
 
$
(24,329
)

Summary of Deferred Tax Liability Not Recognized
A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows (in thousands):
 
2019
 
2018
Balance at beginning of year
$
2,355

 
$
2,865

Additions to:
 
 
 
Positions taken during the current year
641

 
58

Positions taken during a prior year
52

 
163

Exchange rate impact
14

 

Deductions due to:
 
 
 
Exchange rate impact

 
(22
)
Positions taken during a prior year

 
(546
)
Lapse of statute of limitations
(190
)
 
(163
)
Balance at end of year
$
2,872

 
$
2,355



XML 74 R136.htm IDEA: XBRL DOCUMENT v3.20.1
Subsequent Events (Details) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Subsequent Event [Line Items]                      
Trade receivables, net $ 116,669,000       $ 119,743,000       $ 116,669,000 $ 119,743,000  
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest                 (44,025,000) (34,102,000) $ (66,250,000)
Revenues 232,913,000 $ 235,774,000 $ 235,858,000 $ 223,419,000 244,576,000 $ 244,559,000 $ 246,152,000 $ 237,060,000 927,964,000 972,347,000 966,497,000
Inventories, net 120,500,000       128,123,000       120,500,000 128,123,000  
Other current assets 37,909,000       31,063,000       37,909,000 31,063,000  
Property and Equipment, net 46,607,000       45,984,000       46,607,000 45,984,000  
Operating Lease Assets, net 18,676,000       0       18,676,000 0  
Total Assets 852,126,000       885,855,000       852,126,000 885,855,000 1,066,033,000
Accounts payable 88,003,000       92,469,000       88,003,000 92,469,000  
Accrued expenses 120,947,000       99,867,000       120,947,000 99,867,000  
Current taxes payable 345,000       3,762,000       345,000 3,762,000  
Current portion of operating lease obligations 6,790,000       0       6,790,000 0  
Operating Leases Long-term Obligations 12,060,000       0       12,060,000 0  
Other Segments                      
Subsequent Event [Line Items]                      
Trade receivables, net 1,804,000       2,528,000       1,804,000 2,528,000  
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest                 853,000 2,462,000  
Revenues                 46,715,000 49,239,000 50,881,000
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates                 15,000,000    
Proceeds from Divestiture of Interest in Subsidiaries and Affiliates, Net                 12,800,000    
Gain from Sale of Subsidiary, Pre-tax                 13,300,000    
Inventories, net 3,008,000       2,980,000       3,008,000 2,980,000  
Other current assets 933,000       1,014,000       933,000 1,014,000  
Property and Equipment, net 707,000       847,000       707,000 847,000  
Operating Lease Assets, net 1,870,000       0       1,870,000 0  
Total Assets 36,922,000       32,284,000       36,922,000 32,284,000 31,927,000
Accounts payable 4,501,000       5,183,000       4,501,000 5,183,000  
Accrued expenses 2,108,000       1,614,000       2,108,000 1,614,000  
Current taxes payable 92,000       50,000       92,000 50,000  
Current portion of operating lease obligations 393,000       0       393,000 0  
Operating Leases Long-term Obligations 1,754,000       0       1,754,000 0  
Liabilities 8,848,000       6,847,000       8,848,000 6,847,000  
Intersegment Eliminations                      
Subsequent Event [Line Items]                      
Revenues                 107,945,000 124,465,000 113,926,000
Intersegment Eliminations | Other Segments                      
Subsequent Event [Line Items]                      
Revenues                 13,033,000 17,737,000 $ 15,312,000
Revenues, Intercompany                 13,087,000 17,778,000  
Net sales | Other Segments                      
Subsequent Event [Line Items]                      
Revenues                 17,174,000 19,982,000  
Assets | Other Segments                      
Subsequent Event [Line Items]                      
Total Assets $ 8,322,000       $ 7,369,000       $ 8,322,000 $ 7,369,000  
XML 75 R89.htm IDEA: XBRL DOCUMENT v3.20.1
Long-Term Debt - Narrative (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Sep. 30, 2019
Debt Instrument [Line Items]            
Write off of deferred debt issuance cost $ 103,000          
Weighted average interest rate   4.78% 4.78%      
Interest Paid, Including Capitalized Interest, Operating and Investing Activities   $ 15,042,000 $ 14,526,000 $ 11,955,000    
Long-term Debt, Fiscal Year Maturity [Abstract]            
Year One   4,825,000        
Year Two   66,802,000        
Year Three   124,654,000        
Year Four   4,500,000        
Year Five   77,311,000        
Proceeds from Issuance of Warrants   0 0 14,100,000 $ 12,376,000  
Convertible 2022 debt conversion liability   0 2,611,000      
Convertible 2021 note hedge asset   0 1,028,000      
Payments for Repurchase of Common Stock   894,000 2,427,000 1,276,000    
Convertible due 2022 - Bond Hedge, Fair Value   0 2,062,000      
Gain (Loss) on Extinguishment of Debt   (280,000)        
Convertible Subordinated Debt | Convertible Senior Notes at 5.00% February 2021            
Debt Instrument [Line Items]            
Debt Instrument, Unamortized Discount   $ 3,916,000 17,193,000      
Interest rate (as a percent)   5.00%     5.00%  
Debt Instrument, Net Carrying Amount   $ 56,628,000 130,260,000      
Debt Instrument, Face Amount   $ 61,091,000 150,000,000   $ 150,000,000  
Initial conversion price   $ 16.65        
Effective Interest Rate   11.10%        
Long-term Debt, Fiscal Year Maturity [Abstract]            
Proceeds from Issuance of Warrants         $ 12,376,000  
Convertible Senior Notes, Percentage of Principal Required for Repurchase   100.00%        
Convertible Preferred Stock, Shares Issued upon Conversion   60.0492        
Convertible Debt, Conversion Rate of Commmon Shares, Principal   $ 1,000        
Convertible Debt Conversion Feature, Fair Value at Issuance   34,480,000        
Convertible Debt Conversion Feature Gain (Loss)   (2,210,000) 51,696,000      
Convertible due 2021 - Bond Hedge, Fair Value at Issuance   27,975,000        
Convertible Debt Note Hedge Gain (Loss)   $ 2,852,000 (45,887,000)      
Class of Warrant or Right, Exercise Price of Warrants or Rights   $ 22.4175        
Debt Instrument, Net Proceeds     144,034,000      
Debt Instrument, Fee Amount     5,966,000      
Payments for Repurchase of Common Stock     5,000,000      
Derivative, Amount of Hedged Item     15,600,000      
Debt Instrument, Non-Cash Interest Expense Recognized in the Period   $ 6,672,000 6,706,000      
Debt Instrument, Increase, Accrued Interest   $ 6,803,000 7,500,000      
Last Reported Sales Price Period, Common Stock   20 days        
Debt Instrument, Convertible, Threshold Consecutive Trading Days   30        
Percent of the Applicable Conversion Price   130.00%        
Debt Instrument, Convertible, Threshold Trading Days   10        
Percent of the Product of the Last Reported Sale Price, Common Shares   98.00%        
Debt Instrument Repurchase Amount, Cash Paid           $ 14,708,000
Debt Instrument, Repurchase Amount           16,000,000
Debt Instrurment Repurchase Amount, Net Reduction of debt           $ 14,367,000
Debt Instrument Exchange Amount   $ 72,909,000        
Debt Instrument, Hedge Options   138,182     300,000  
Debt Instrument, Warrants Issued and Outstanding   3,860,624     9,007,380  
Convertible Subordinated Debt | Convertible Senior Subordinated Debentures at 5.00% February 2021 [Domain]            
Debt Instrument [Line Items]            
Amortization of Debt Issuance Costs   $ 809,000        
Convertible Subordinated Debt | Convertible Senior Notes at 5.00% February 2024            
Debt Instrument [Line Items]            
Debt Instrument, Unamortized Discount   $ 10,733,000        
Interest rate (as a percent)   5.00%        
Debt Instrument, Net Carrying Amount   $ 60,817,000        
Debt Instrument, Face Amount   $ 72,909,000        
Initial conversion price   $ 14.78        
Debt Instrument, Loss on Exchange   $ 5,885,000        
Effective Interest Rate   8.77%        
Long-term Debt, Fiscal Year Maturity [Abstract]            
Convertible Senior Notes, Percentage of Principal Required for Repurchase   100.00%        
Convertible Preferred Stock, Shares Issued upon Conversion   67.6819        
Convertible Debt, Conversion Rate of Commmon Shares, Principal   $ 1,000        
Debt Instrument, Fee Amount   1,394,000        
Debt Instrument, Non-Cash Interest Expense Recognized in the Period   205,000        
Debt Instrument, Increase, Accrued Interest   $ 456,000        
Last Reported Sales Price Period, Common Stock   20 days        
Debt Instrument, Convertible, Threshold Consecutive Trading Days   30        
Percent of the Applicable Conversion Price   130.00%        
Percent of the Product of the Last Reported Sale Price, Common Shares   98.00%        
Debt Instrument Repurchase Amount, Cash Paid   $ 6,928,000        
Convertible Subordinated Debt | Convertible Senior Notes at 4.50% February 2022            
Debt Instrument [Line Items]            
Debt Instrument, Unamortized Discount   $ 16,027,000 21,476,000      
Interest rate (as a percent)   4.50%        
Debt Instrument, Net Carrying Amount   $ 101,815,000 95,473,000      
Debt Instrument, Face Amount   $ 120,000,000 120,000,000      
Initial conversion price   $ 16.23        
Convertible Debt 2022 Conversion Feature, Initial Fair Value   $ 28,859,000        
Effective Interest Rate   10.90%        
Long-term Debt, Fiscal Year Maturity [Abstract]            
Proceeds from Issuance of Warrants   $ 14,100,000   $ 14,100,000    
Convertible Senior Notes, Percentage of Principal Required for Repurchase   100.00%        
Convertible Preferred Stock, Shares Issued upon Conversion   61.6095        
Convertible Debt, Conversion Rate of Commmon Shares, Principal   $ 1,000        
Convertible Debt Conversion Feature Gain (Loss)   (6,193,000) 50,803,000      
Convertible Debt Note Hedge Gain (Loss)   $ 6,748,000 (44,618,000)      
Class of Warrant or Right, Exercise Price of Warrants or Rights   $ 21.4375        
Debt Instrument, Net Proceeds   $ 115,289,000        
Debt Instrument, Fee Amount   4,711,000        
Derivative, Amount of Hedged Item   (10,680,000)        
Debt Instrument, Non-Cash Interest Expense Recognized in the Period   5,448,000 4,902,000      
Debt Instrument, Increase, Accrued Interest   5,400,000 5,400,000      
Convertible due 2022 - Bond Hedge, Fair Value at Issuance   $ 24,780,000        
Last Reported Sales Price Period, Common Stock   20 days        
Debt Instrument, Convertible, Threshold Consecutive Trading Days   30        
Percent of the Applicable Conversion Price   130.00%        
Debt Instrument, Convertible, Threshold Trading Days   10        
Percent of the Product of the Last Reported Sale Price, Common Shares   98.00%        
Letters of Credit            
Debt Instrument [Line Items]            
Letters of credit outstanding   $ 8,827,000 $ 3,123,000      
Letters of Credit | Line of Credit | Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain]            
Debt Instrument [Line Items]            
Borrowing capacity   5,000,000        
Letters of Credit | Line of Credit | Revolving Credit and Security Agreement (New Credit Agreement) [Member]            
Debt Instrument [Line Items]            
Borrowing capacity   25,000,000        
Swing Line Loans [Domain] | Line of Credit | Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain]            
Debt Instrument [Line Items]            
Borrowing capacity   2,000,000        
Amount Available to Invacare Limited and Invacare Poirier SAS [Domain] | Line of Credit | Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain]            
Debt Instrument [Line Items]            
Borrowing capacity   15,000,000        
Revolving Credit Facility | Line of Credit | Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain]            
Debt Instrument [Line Items]            
Borrowing capacity   $ 30,000,000        
Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Europe, Percent   85.00%        
Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Availability Reserve, Minimum   $ 3,000,000        
Line of Credit Facility, Covenant Feature, Dominion Trigger   $ 3,375,000        
Line of Credit Facility, Covenant Feature, Dominion Trigger Maximum Percentage   12.50%        
Line of Credit, Covenant Compliance, Consecutive Business Days for Undrawn Balance   5 days        
Line of Credit, Covenant Compliance, Interruption of Manufacturing Facilities Period   10 days        
Line of Credit Facility, Current Borrowing Capacity   $ 11,913,000        
Line of Credit, Covenant Compliance, Required Undrawn Balance, Minimum, Percent   11.25%        
Line of Credit, Covenant Compliance, Required Undrawn Balance, Amount   $ 3,000,000        
Remaining borrowing capacity   10,000,000        
Revolving Credit Facility | Line of Credit | Revolving Credit and Security Agreement (New Credit Agreement) [Member]            
Debt Instrument [Line Items]            
Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Additional Long-Lived Asset Amount   $ 146,000        
Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Foreign, Percent   85.00%        
Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Foreign, Percent   70.00%        
Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Foreign, Liquidation Value, Percent   85.00%        
Borrowing capacity   $ 100,000,000        
Line of Credit Facility, Additional Borrowing Capacity   $ 25,000,000        
Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Trade Receivables, Domestic, Percent   85.00%        
Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Domestic, Percent   70.00%        
Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Liquidation Value, Percent   85.00%        
Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Inventories, Liquidation Value, Amount   $ 4,000,000        
Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Property, Plant and Equipment, Liquidation Value, Percent   85.00%        
Line of Credit, Covenant Compliance, Maximum Borrowing Capacity, Availability Reserve, Minimum   $ 5,000,000        
Line of Credit Facility, Covenant Feature, Dominion Trigger   6,750,000        
Line of Credit Facility, Covenant Feature, Dominion Trigger for Five Consecutive Days   $ 12,500,000        
Line of Credit, Covenant Compliance, Interruption of Manufacturing Facilities Period   10 days        
Line of Credit Facility, Current Borrowing Capacity   $ 22,603,000        
Line of Credit, Covenant Compliance, Required Undrawn Balance, Minimum, Percent   11.25%        
Line of Credit, Covenant Compliance, Consecutive Business Days for Undrawn_Balance   5 days        
Line of Credit, Covenant Compliance, Required Undrawn Balance, Amount   $ 5,000,000        
Base Rate | Revolving Credit Facility | Line of Credit | Credit Agreement            
Debt Instrument [Line Items]            
Basis spread on variable rate   0.25%        
Maximum | Revolving Credit Facility | Line of Credit | Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain]            
Debt Instrument [Line Items]            
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage   0.375%        
Maximum | Revolving Credit Facility | Line of Credit | Revolving Credit and Security Agreement (New Credit Agreement) [Member]            
Debt Instrument [Line Items]            
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage   0.375%        
Maximum | Adjusted LIBOR | Revolving Credit Facility | Line of Credit | Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain]            
Debt Instrument [Line Items]            
Basis spread on variable rate   3.00%        
Maximum | Adjusted LIBOR | Revolving Credit Facility | Line of Credit | Revolving Credit and Security Agreement (New Credit Agreement) [Member]            
Debt Instrument [Line Items]            
Basis spread on variable rate   2.75%        
Maximum | Base Rate | Revolving Credit Facility | Line of Credit | Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain]            
Debt Instrument [Line Items]            
Basis spread on variable rate   3.00%        
Maximum | Base Rate | Revolving Credit Facility | Line of Credit | Revolving Credit and Security Agreement (New Credit Agreement) [Member]            
Debt Instrument [Line Items]            
Basis spread on variable rate   1.75%        
Minimum | Revolving Credit Facility | Line of Credit | Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain]            
Debt Instrument [Line Items]            
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage   0.25%        
Minimum | Revolving Credit Facility | Line of Credit | Revolving Credit and Security Agreement (New Credit Agreement) [Member]            
Debt Instrument [Line Items]            
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage   0.25%        
Minimum | Adjusted LIBOR | Revolving Credit Facility | Line of Credit | Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain]            
Debt Instrument [Line Items]            
Basis spread on variable rate   2.50%        
Minimum | Adjusted LIBOR | Revolving Credit Facility | Line of Credit | Revolving Credit and Security Agreement (New Credit Agreement) [Member]            
Debt Instrument [Line Items]            
Basis spread on variable rate   2.25%        
Minimum | Base Rate | Revolving Credit Facility | Line of Credit | Revolving Credit and Security Agreement (Europe Credit Agreement) [Member] [Domain]            
Debt Instrument [Line Items]            
Basis spread on variable rate   2.50%        
Minimum | Base Rate | Revolving Credit Facility | Line of Credit | Revolving Credit and Security Agreement (New Credit Agreement) [Member]            
Debt Instrument [Line Items]            
Basis spread on variable rate   1.25%        
XML 76 R119.htm IDEA: XBRL DOCUMENT v3.20.1
Income Taxes - (Narrative) (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Tax Credit Carryforward [Line Items]      
Deferred Tax Asset, Intra-entity Transfer, Asset Other than Inventory   $ 680,000  
Income taxes (benefit) $ 9,302,000 9,820,000 $ 10,291,000
Deferred tax assets, gross 178,632,000 178,301,000  
Deferred tax liabilities 38,290,000 27,971,000  
Deferred tax assets, valuation allowance 162,790,000 174,659,000  
Income Taxes Paid, Net 12,463,000 15,820,000 15,377,000
Domestic state and local tax loss carryforwards 665,139,000    
Tax credit carryforwards 15,838,000    
Unrecognized tax benefits, excluding interest and penalties 2,082,000 1,623,000  
Unrecognized tax benefits that would impact effective tax rate 2,082,000 1,623,000  
Income tax penalties and interest expense 13,000 322,000 $ 30,000
Income tax penalties and interest accrued 530,000 517,000  
Deferred Federal Tax Benefit, Revaluation 148,000 $ 2,023,000  
Domestic tax authority      
Tax Credit Carryforward [Line Items]      
Federal tax credit carryforwards 360,749,000    
Deferred Tax Assets, Tax Credit Carryforwards, Other 49,656,000    
Foreign Tax Authority [Member]      
Tax Credit Carryforward [Line Items]      
Deferred Tax Assets, Operating Loss Carryforwards, Foreign 76,800,000    
Deferred Tax Assets, Other Tax Carryforwards 582,000    
Tax Year 2034 [Member] | Foreign Tax Authority [Member]      
Tax Credit Carryforward [Line Items]      
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration 16,069,000    
Tax Year 2014 to 2017 | State and Local Jurisdiction [Member]      
Tax Credit Carryforward [Line Items]      
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration 179,438,000    
Tax year 2018 to 2027 | State and Local Jurisdiction [Member]      
Tax Credit Carryforward [Line Items]      
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration 229,018,000    
Tax Year 2014 to 2018 | Domestic tax authority      
Tax Credit Carryforward [Line Items]      
Tax credit carryforwards 4,906,000    
Tax Year 2019 to 2022 | Domestic tax authority      
Tax Credit Carryforward [Line Items]      
Tax credit carryforwards 9,070,000    
Tax Year 2028 and Thereafter | State and Local Jurisdiction [Member]      
Tax Credit Carryforward [Line Items]      
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration 235,221,000    
Unlimited Carryover [Member] | State and Local Jurisdiction [Member]      
Tax Credit Carryforward [Line Items]      
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration 21,462,000    
Tax Year 2034 to 2036 [Member] | Domestic tax authority      
Tax Credit Carryforward [Line Items]      
Federal tax credit carryforwards 287,360,000    
Tax Year 2031 | Domestic tax authority      
Tax Credit Carryforward [Line Items]      
Tax credit carryforwards $ 1,862,000    
XML 77 R8.htm IDEA: XBRL DOCUMENT v3.20.1
Accounting Policies
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Accounting Policies
Accounting Policies

Nature of Operations: Invacare Corporation is a leading manufacturer and distributor of medical equipment used in the home based upon the company's distribution channels, breadth of product line and 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 continuing care markets.

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 December 31, 2019 and the results of its operations and changes in its cash flow for the years ended December 31, 2019, 2018 and 2017, respectively. Certain foreign subsidiaries, represented by the European segment, are consolidated using a November 30 fiscal year 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.

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.

Cash and Cash Equivalents: The company's policy is to treat investments that are readily convertible to cash and with maturities so near that there is little risk of changes in value due to changes in interest rates as cash and cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value.

Accounts Receivable: The company records accounts receivable when control of the product or service transfers to its unaffiliated customers, risk of loss is passed and title is transferred. The estimated allowance for uncollectible amounts is based primarily on management's evaluation of the financial condition of specific 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 legal remedies are exhausted.

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 principal 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.
Inventories: Inventories are stated at the lower of cost or net realizable value with cost determined by the first-in, first-out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Finished goods and work in process inventories include material, labor and manufacturing overhead costs. Inventories have been reduced by an allowance for excess and obsolete inventories. The estimated allowance is based on management's review of inventories on hand compared to estimated future usage and sales.

Property and Equipment: Property and equipment are stated based on cost. The company principally uses the straight-line method of depreciation for financial reporting purposes based on annual rates sufficient to amortize the cost of the assets over their estimated useful lives. Machinery and equipment as well as furniture and fixtures are generally depreciated using lives of 3 to 10 years, while buildings and improvements are depreciated using lives of 5 to 40 years. Accelerated methods of depreciation are used for federal income tax purposes. Expenditures for maintenance and repairs are charged to expense as incurred. Amortization of assets under capital leases is included in depreciation expense.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An asset would be considered impaired when the future net undiscounted cash flows generated by the asset are less than its carrying value. An impairment loss would be recognized based on the amount by which the carrying value of the asset exceeds its fair value.

Goodwill and Other Intangibles: In accordance with Intangibles—Goodwill and Other, ASC 350, goodwill and indefinite lived intangibles are subject to annual impairment testing. For purposes of the goodwill impairment test, the fair value of each reporting unit is estimated using an income approach by forecasting cash flows and discounting those cash flows using appropriate discount rates as well as considering market and cost approaches as appropriate. The fair values are then compared to the carrying value of the net assets of each reporting unit. Intangibles assets are also
reviewed for impairment by estimating forecasted cash flows and discounting those cash flows as needed to calculate impairment amounts. During 2019 and 2018, the company recognized an intangible impairment charge of $587,000 and $583,000 respectively, related to an indefinite-lived trademark recorded in the Institutional Products Group reporting unit.

Accrued Warranty Cost: Generally, the company's products are covered by assurance-type warranties 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 accrual 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 necessitate 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.
 
Product Liability Cost: The company is self-insured in North America for product liability exposures through its captive insurance company, Invatection Insurance Company, which currently has a policy year that runs from September 1 to August 31 and insures annual policy losses up to $10,000,000 per occurrence and $13,000,000 in the aggregate. The company also has additional layers of external insurance coverage, related to all lines of insurance coverage, insuring up to $75,000,000 in aggregate losses per policy year arising from individual claims anywhere in the world that exceed the captive insurance company policy limits or the limits of the company's per country foreign liability limits, as applicable. 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 other indicators. Additional reserves, in excess of the specific individual case reserves, are provided for incurred but not reported claims based upon actuarial valuations at the time such valuations are conducted. Historical claims experience and other assumptions are taken into consideration by the company in estimating the ultimate reserves. For example, the actuarial analysis assumes that historical loss experience is an indicator of future experience, that 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 awards and settlements on claims. While actuarial analysis is used to help determine adequate reserves, the company is responsible for the determination and recording of adequate reserves in accordance with accepted loss reserving standards and practices.

Revenue Recognition: 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.

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.

Research and Development: Research and development costs are expensed as incurred and included in cost of products sold. The company's annual expenditures for product development and engineering were approximately $15,836,000, $17,377,000 and $17,796,000 for 2019, 2018 and 2017, respectively.

Advertising: Advertising costs are expensed as incurred and included in selling, general and administrative expenses. Advertising expenses amounted to $7,871,000, and $10,109,000 $10,463,000 for 2019, 2018 and 2017, respectively, the majority of which is incurred for advertising in the United States and Europe.

Income Taxes: The company uses the liability method in measuring the provision for income taxes and recognizing deferred tax assets and liabilities on the balance sheet. The liability method requires that deferred income taxes reflect the tax consequences of currently enacted rates for differences between the tax and financial reporting bases of assets and liabilities.

Value Added Taxes: The company operates internationally and is required to comply with value added tax (VAT) or goods and service tax (GST) regulations, particularly in Europe and Asia Pacific. VAT and GST are taxes on consumption in which the company pays tax on its purchases of goods and services and charges customers on the sale of product. The difference between billings to customers and payments on purchases is then remitted or received from the government as filings are due. The company records tax assets and liabilities related to these taxes and the balances in these accounts can vary significantly from period to period based on the timing of the underlying transactions.

Derivative Instruments: Derivatives and Hedging, 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.

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.

In 2016, the company issued $150,000,000 aggregate principal amount of 5.00% Convertible Senior Notes due 2021 and, in the second quarter of 2017, issued $120,000,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2022 (the “notes”). In connection with the offering of the notes, the company entered into privately negotiated convertible note hedge transactions with certain financial institutions (the “option counterparties”). The convertible debt conversion liabilities and the convertible note hedges were accounted for as derivatives that were fair valued quarterly until the company obtained shareholder approval on May 16, 2019 to settle its convertible debt using cash or shares, which resulted in no longer accounting for the conversion liabilities and note hedges as derivatives. The fair value of the convertible debt conversion liabilities and the convertible note hedge assets were estimated using a lattice model incorporating the terms and conditions of the notes and considering, for example, changes in the prices of the company's common stock, company stock price volatility, risk-free rates and changes in market rates. The valuations were, among other things, subject to changes in both the company's credit worthiness and the counter-parties to the instruments as well as change in general market conditions. The change in the fair value of the convertible note hedges and convertible debt conversion liabilities were recognized in net income (loss) for the respective period.

Foreign Currency Translation: The functional currency of the company's subsidiaries outside the United States is the applicable local currency. The assets and liabilities of the company's foreign subsidiaries are translated into U.S. dollars at year-end exchange rates. Revenues and expenses are translated at monthly average exchange rates. Gains and losses resulting from translation of balance sheet items are included in accumulated other comprehensive earnings.

Net Earnings Per Share: Basic earnings per share are computed based on the weighted-average number of Common Shares and Class B Common Shares outstanding during the year. Diluted earnings per share are computed based on the weighted-average number of Common Shares and Class B Common Shares outstanding plus the effects of
dilutive stock options and awards outstanding during the year. For periods in which there was a net loss, loss per share assuming dilution utilized weighted average shares-basic.

Defined Benefit Plans: The company's benefit plans are accounted for in accordance with Compensation-Retirement Benefits, ASC 715 which requires plan sponsors to recognize the funded status of their defined benefit postretirement benefit plans in the consolidated balance sheet, measure the fair value of plan assets and benefit obligations as of the balance sheet date and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.

Reclassifications: Finance lease assets and related long-term liabilities have been reclassified from Property and Equipment, net and Long-Term Debt, respectively, to Finance lease assets, net and Long-term Obligations - Financing Leases, respectively, in the Consolidated Balance sheet as of December 31, 2018 to conform with the presentation for 2019.

In the first quarter of 2019, the company reassessed the alignment of its reporting segments and combined the former North America/Home Medical Equipment (NA/HME) and Institutional Products Group (IPG) segments into a single operating segment, referred to as North America. This change better reflects how the company manages, allocates resources and assesses performance of the businesses contained in the North America Segment. Additionally, the company reassessed the activity of the businesses in it former Asia Pacific segment and began reporting the Asia Pacific businesses as part of All Other segment, since those businesses, individually and collectively, are not large enough relative to the company's overall business to merit disclosure as a separate reporting segment. The company believes that these changes provide improved transparency of the company's business results to its shareholders, and are better aligned with how the company manages its businesses. Segment results for 2018 have been reclassified to reflect the realignment of the company's reporting segments and be comparable to the segment results for 2019.

Recent Accounting Pronouncements (Already 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 was effective for fiscal periods beginning after December 15, 2018 and early adoption was permitted. The company adopted ASU 2016-02, effective on January 1, 2019, using the optional transitional method in which periods prior to 2019 were not restated. The company elected to apply the package of practical expedients in which lease identification, classification and treatment of initial direct costs was retained, and recognized right of use lease assets and liabilities for all leases with a lease term of greater than a
year. The company completed an assessment of its systems, data and processes related to implementing the standard and completed its information system design and solution development as well as the development of related internal controls. As a result of adoption of this standard, the company recorded $23,420,000 in operating lease right of use assets offset by lease liabilities on the company's consolidated balance sheets. The standard did not have a material impact on the company's results of operations or cash flows.
In February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income,” which allows reclassification of certain tax effects created as a result of changing methodologies, laws and tax rates legislated in the Tax Cuts and Jobs Act of 2017 (the Act). This new standard allows for stranded income tax effects resulting from the Act to be reclassified into retained earnings to allow for their tax effect to reflect the appropriate tax rate.  Due to the full valuation allowance on our U.S. net deferred tax assets, a reclassification of stranded tax effects to retained earnings was not required.
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.

In May 2014, the FASB issued ASU 2014-09, "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 existing 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.

Effective January 1, 2018, the company adopted the new accounting standard, and all the related amendments, on a modified retrospective basis, with no cumulative effect adjustment to equity needed. Upon adoption, the standard did not have a material impact on the company's results of
operations or cash flows nor does the 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 prior revenue recognition model and the prior accounting for the vast majority of the company's contracts. While the company does have a minor amount of service business for which revenue is recognized over time as compared to a point in time, the company's process to estimate the amount of revenue to be recognized did not change as a result of the implementation of the new standard.

Recent Accounting Pronouncements (Not Yet Adopted): 
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 could early adopt the amendments as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The company has established procedures and controls to implement the new standard and anticipates the adoption of ASU 2016-13 will not have a material impact 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.
XML 78 R79.htm IDEA: XBRL DOCUMENT v3.20.1
Other Long-Term Assets - Narrative (Details) - Convertible Subordinated Debt - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2016
Convertible Senior Notes at 4.50% February 2022      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount $ 120,000,000 $ 120,000,000  
Convertible Senior Notes at 5.00% February 2021      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount $ 61,091,000 $ 150,000,000 $ 150,000,000
XML 79 R75.htm IDEA: XBRL DOCUMENT v3.20.1
Receivables - Aging of Installment Receivables (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Current $ 659 $ 663
Installment Receivable, 1 to 29 Days Past Due 2 11
Installment Receivable, 30 to 59 Days Past Due 4 10
Installment Sales, 60 to 89 Days Past Due 0 6
Installment Receivable, Greater than 90 Days Past Due 1,784 2,670
Total 2,449 3,360
U.S.    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Current 0 0
Installment Receivable, 1 to 29 Days Past Due 0 0
Installment Receivable, 30 to 59 Days Past Due 0 0
Installment Sales, 60 to 89 Days Past Due 0 0
Installment Receivable, Greater than 90 Days Past Due 1,762 2,669
Total 1,762 2,669
CANADA    
Financing Receivable, Recorded Investment, Past Due [Line Items]    
Current 659 663
Installment Receivable, 1 to 29 Days Past Due 2 11
Installment Receivable, 30 to 59 Days Past Due 4 10
Installment Sales, 60 to 89 Days Past Due 0 6
Installment Receivable, Greater than 90 Days Past Due 22 1
Total $ 687 $ 691
XML 80 R4.htm IDEA: XBRL DOCUMENT v3.20.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Current Assets    
Cash and cash equivalents $ 80,063 $ 116,907
Trade receivables, net 116,669 119,743
Installment receivables, net 736 1,574
Inventories, net 120,500 128,123
Other current assets 37,909 31,063
Total Current Assets 355,877 397,410
Other Assets 4,216 6,360
Intangibles 26,447 26,506
Property and Equipment, net 46,607 45,984
Financing Lease Assets, net 26,900 28,322
Operating Lease Assets, net 18,676 0
Goodwill 373,403 381,273
Total Assets 852,126 885,855
Current Liabilities    
Accounts payable 88,003 92,469
Accrued expenses 120,947 99,867
Current taxes payable 345 3,762
Short-term debt and current maturities of long-term obligations 58 0
Current portion of financing lease obligations 2,514 2,110
Current portion of operating lease obligations 6,790 0
Total Current Liabilities 218,657 198,208
Long-Term Debt 219,464 225,733
Finance Lease Long-term Obligations 26,480 27,802
Operating Leases Long-term Obligations 12,060 0
Other Long-Term Obligations 66,949 74,965
Shareholders' Equity    
Preferred Shares (Authorized 300 shares; none outstanding) 0 0
Additional paid-in-capital 312,650 297,919
Retained earnings 87,475 142,447
Accumulated other comprehensive income 3,128 12,793
Treasury shares (3,953 and 3,841 shares in 2019 and 2018, respectively) (104,327) (103,433)
Total Shareholders' Equity 308,516 359,147
Total Liabilities and Shareholders' Equity 852,126 885,855
Common Shares (Authorized 150,000 shares; 37,609 and 37,010 issued and outstanding in 2019 and 2018, respectively)—no par    
Shareholders' Equity    
Common shares 9,588 9,419
Class B Common Shares (Authorized 12,000 shares; 6 issued and outstanding in 2019 and 2018)—no par    
Shareholders' Equity    
Common shares 2 2
Total Shareholders' Equity $ 2 $ 2
XML 81 R115.htm IDEA: XBRL DOCUMENT v3.20.1
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Current:      
Federal $ 152 $ (202) $ (125)
State (90) 147 (437)
Foreign 10,070 12,675 15,223
Current Income Tax Expense (Benefit) 10,132 12,620 14,661
Deferred:      
Federal (148) (2,073) (2,164)
State 0 0 0
Foreign (682) (727) (2,206)
Deferred Income Tax Expense (Benefit) (830) (2,800) (4,370)
Income Taxes $ 9,302 $ 9,820 $ 10,291
XML 82 R85.htm IDEA: XBRL DOCUMENT v3.20.1
Accrued Expenses - Components of Current Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Payables and Accruals [Abstract]      
Salaries and wages $ 29,725 $ 23,289  
Taxes other than income taxes, primarily Value Added Taxes 22,194 23,197  
Warranty 11,626 16,353 $ 22,468
Rebates 10,743 7,966  
Severance 7,023 1,657  
Professional 6,869 5,888  
IT service contracts 6,125 0  
Freight 3,744 3,363  
Interest 3,608 3,992  
Advance payment on sale of land & buildings 3,471 0  
Deferred revenue 3,173 2,416  
Product liability, current portion 2,736 2,728  
IT licenses 2,114 0  
Derivatives (foreign currency forward exchange contracts) 905 219  
Insurance 699 738  
Rent 415 483  
Supplemental Executive Retirement Program liability Plan (SERP) 391 391  
Other items, principally trade accruals 5,386 7,187  
Accrued expenses $ 120,947 $ 99,867  
XML 83 R81.htm IDEA: XBRL DOCUMENT v3.20.1
Goodwill - (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Goodwill [Roll Forward]      
Beginning Balance $ 381,273 $ 401,283  
Foreign currency translation adjustments (7,870) (20,010)  
Ending Balance $ 373,403 $ 381,273 $ 401,283
Maturity of corporate debt with similar credit risk 20 years    
US treasury bond maturity 20 years    
Discounted cash flow, discount rate 11.88% 12.41% 9.07%
Institutional Products Group      
Goodwill [Roll Forward]      
Beginning Balance $ 27,377 $ 28,730  
Foreign currency translation adjustments 785 (1,353)  
Ending Balance $ 28,162 27,377 $ 28,730
Discounted cash flow sensitivity analysis discount rate rncrease 1.00%    
Europe      
Goodwill [Roll Forward]      
Beginning Balance $ 353,896 372,553  
Foreign currency translation adjustments (8,655) (18,657)  
Ending Balance $ 345,241 $ 353,896 $ 372,553
Discounted cash flow sensitivity analysis discount rate rncrease 1.00%    
XML 84 R71.htm IDEA: XBRL DOCUMENT v3.20.1
Receivables - Accounts Receivable (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Accounts Receivable [Abstract]    
Accounts Receivable, Gross $ 141,732 $ 146,482
Customer Rebate Reserve (13,922) (15,452)
Cash Discount Reserves (5,326) (4,777)
Allowance for Doubtful Accounts Receivable (4,804) (5,268)
Returns and Allowances Reserve (1,011) (1,242)
Accounts Receivable, Net $ 116,669 $ 119,743
XML 85 R111.htm IDEA: XBRL DOCUMENT v3.20.1
Capital Stock - (Details) - USD ($)
3 Months Ended 12 Months Ended
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Capital Stock [Roll Forward]          
Treasury Shares, Beginning Balance   (3,841,000) (3,841,000) (3,701,000) (3,616,000)
Exercise of stock options     0 (184,549) (193,263)
Treasury Shares, Ending Balance     (3,953,000) (3,841,000) (3,701,000)
Number of stock awards canceled     191,912 129,881 256,120
Common Stock          
Class of Stock [Line Items]          
Stock Issued During Period, Shares, Conversion of Convertible Securities         (723,000)
Capital Stock [Roll Forward]          
Common Stock, Beginning Balance   37,010,000 37,010,000 36,532,000 35,318,000
Exercise of stock options       (185,000) (193,000)
Restricted stock awards     599,000 293,000 298,000
Common Stock, Ending Balance     37,609,000 37,010,000 36,532,000
Dividends declared (in dollars per share)     $ 0.05 $ 0.05 $ 0.05
Dividends paid (in dollars per share)     $ 0.05 $ 0.05 $ 0.05
Dividends     $ 0.05    
Class B Common Shares          
Class of Stock [Line Items]          
Stock Issued During Period, Shares, Conversion of Convertible Securities         (723,000)
Capital Stock [Roll Forward]          
Common Stock, Beginning Balance   6,000 6,000 6,000 729,000
Exercise of stock options       0 0
Restricted stock awards     0 0 0
Common Stock, Ending Balance     6,000 6,000 6,000
Dividends declared (in dollars per share)     $ 0 $ 0.02273 $ 0.045
Dividends paid (in dollars per share)     $ 0 $ 0.02273 $ 0.045
Dividends $ 0.034 $ 0.023   $ 0.045  
Treasury Shares          
Class of Stock [Line Items]          
Stock Issued During Period, Shares, Conversion of Convertible Securities         0
Capital Stock [Roll Forward]          
Exercise of stock options       (50,000) (4,000)
Restricted stock awards     (112,000) (90,000) (81,000)
XML 86 R10.htm IDEA: XBRL DOCUMENT v3.20.1
Discontinued Operations
12 Months Ended
Dec. 31, 2019
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
Discontinued Operations
From 2012 through 2014, the company sold three businesses which were classified as discontinued operations. Prior to 2019, the company had recorded cumulative expenses related to the sale of discontinued operations totaling $8,801,000, of which $8,405,000 were paid as of December 31, 2019.
XML 87 R14.htm IDEA: XBRL DOCUMENT v3.20.1
Other Long-Term Assets
12 Months Ended
Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other Long-Term Assets
Other Long-Term Assets


Other long-term assets as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Convertible 2021 note hedge asset
$

 
$
1,028

Convertible 2022 note hedge asset

 
2,062

Cash surrender value of life insurance policies
2,124

 
1,948

Deferred financing fees
602

 
402

Investments
85

 
90

Long-term installment receivables
177

 
222

Long-term deferred taxes
928

 
352

Other
300

 
256

Other Long-Term Assets
$
4,216

 
$
6,360



As part of issuing convertible notes, the company entered into related convertible note hedge derivatives which were included in Other Long-Term Assets, the value of which was adjusted quarterly to reflect fair value. On May 16, 2019, the company received shareholder approval authorizing it to elect to settle future conversions of convertible notes in common shares. As a result of the shareholder approval, the note hedge assets and conversion


liabilities may no longer be bifurcated and accounted for as separate derivatives and thus they are no longer accounted for by the company as separate long-term assets.

See "Long-Term Debt" in the notes to the Consolidated Financial Statements included elsewhere in this report for more detail regarding the company's issuance of convertible notes and the related convertible note hedge derivatives.
XML 88 R18.htm IDEA: XBRL DOCUMENT v3.20.1
Intangibles
12 Months Ended
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangibles
Intangibles

All the company's intangible assets have been assigned definite lives and continue to be amortized over their useful lives, except for trademarks shown below, which have indefinite lives.

The changes in intangible balances reflected on the balance sheet from December 31, 2018 to December 31, 2019 were the result of foreign currency translation and amortization except for an intangible impairment noted below and the recording of software licenses related to the Company's ERP implementation.
The company's intangibles consist of the following (in thousands):
 
December 31, 2019
 
December 31, 2018
 
Historical
Cost
 
Accumulated
Amortization
 
Historical
Cost
 
Accumulated
Amortization
Customer lists
$
51,108

 
$
51,108

 
$
51,828

 
$
50,768

Trademarks
23,479

 

 
24,385

 

License agreements
2,884

 
770

 
733

 
733

Developed technology
7,483

 
6,642

 
7,608

 
6,563

Patents
5,521

 
5,521

 
5,500

 
5,497

Other
1,163

 
1,150

 
1,162

 
1,149

Intangibles
$
91,638

 
$
65,191

 
$
91,216

 
$
64,710



Amortization expense related to intangibles was $1,827,000, $2,218,000 and $1,881,000 for 2019, 2018 and 2017, respectively. Estimated amortization expense for each of the next five years is expected to be $399,000 for 2020, $399,000 in 2021, $389,000 in 2022, $389,000 in 2023 and $350,000 in 2024. Amortized intangibles are being amortized on a straight-line basis over remaining lives of 1 to 4 years with most of the intangibles being amortized over an average remaining life of approximately 4 years.

In accordance with ASC 350, Intangibles—Goodwill and Other, the company reviews intangibles for impairment. The company's intangible assets consist of intangible assets with defined lives as well as intangible assets with indefinite lives. Defined-lived intangible assets consist principally of customer lists and developed technology. The company's indefinite lived intangible assets consist entirely of trademarks.










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.
During 2019 and 2018, the company recognized an intangible impairment charge in the Institutional Products Group reporting unit, which is part of the North America segment, of $587,000 ($435,000 after-tax) and $583,000 ($431,000 after-tax) respectively, related to a trademark with an indefinite life. The fair value of the trademark was calculated using a relief from royalty payment methodology which requires applying an estimated market royalty rate to forecasted net sales and discounting the resulting cash flows to determine fair value.
XML 89 R37.htm IDEA: XBRL DOCUMENT v3.20.1
Interim Financial Information
12 Months Ended
Dec. 31, 2019
Quarterly Financial Information Disclosure [Abstract]  
Interim Financial Information
Interim Financial Information

(In thousands, except per share data - unaudited)
QUARTER ENDED
2019
March 31,
 
June 30,
 
September 30,
 
December 31,
Net sales
$
223,419

 
$
235,858

 
$
235,774

 
$
232,913

Gross profit
61,455

 
65,066

 
67,585

 
67,961

Loss before income taxes
(11,936
)
 
(10,642
)
 
(4,741
)
 
(16,706
)
Net loss
(13,886
)
 
(12,717
)
 
(8,041
)
 
(18,683
)
Net loss per share—basic
(0.42
)
 
(0.38
)
 
(0.24
)
 
(0.56
)
Net loss per share—assuming dilution *
(0.42
)
 
(0.38
)
 
(0.24
)
 
(0.56
)
 
 
 
 
 
 
 
 
2018
March 31,
 
June 30,
 
September 30,
 
December 31,
Net sales
$
237,060

 
$
246,152

 
$
244,559

 
$
244,576

Gross profit
66,517

 
67,346

 
65,589

 
68,224

Loss from before income taxes
(11,758
)
 
(13,568
)
 
(8,226
)
 
(550
)
Net loss
(14,108
)
 
(16,543
)
 
(12,026
)
 
(1,245
)
Net loss per share—basic
(0.43
)
 
(0.50
)
 
(0.36
)
 
(0.04
)
Net loss per share—assuming dilution *
(0.43
)
 
(0.50
)
 
(0.36
)
 
(0.04
)

________________________
* Net earnings (loss) per share assuming dilution calculated utilizing weighted average shares outstanding - basic in periods in which there is a net loss.
 
The description of significant items affecting continuing operations for each quarter presented are detailed below.

Loss and loss per share for the quarter ended March 31, 2019 reflects restructuring charges of $692,000 ($642,000 after tax or $0.02 per share assuming dilution) and net loss on convertible debt derivatives of $273,000 ($273,000 after tax or $0.01 per share assuming dilution).

Loss and loss per share for the quarter ended June 30, 2019 reflects restructuring charges of $1,321,000 ($1,200,000 after tax or $0.04 per share assuming dilution) and net gain on convertible debt derivatives of $1,470,000 ($1,470,000 after tax or $0.04 per share assuming dilution).

Loss and loss per share for the quarter ended September 30, 2019 reflects restructuring charges of $1,628,000 ($1,229,000 after tax or $0.04 per share assuming dilution).

Loss and loss per share for the quarter ended December 31, 2019 reflects restructuring charges of $8,188,000 pre-tax ($5,932,000 after tax or $0.18 per share assuming dilution), loss on debt extinguishment including debt finance charges and fees of $5,885,000 pre-tax ($5,885,000 after tax or $0.17 per share assuming dilution) and an intangible asset impairment of $587,000 ($435,000 after-tax expense or $0.01 per share assuming dilution).
 




Loss and loss per share for the quarter ended March 31, 2018 reflects restructuring charges of $401,000 ($340,000 after tax or $0.01 per share assuming dilution) and net gain on convertible debt derivatives of $103,000 ($103,000 after tax or $0.00 per share assuming dilution).

Loss and loss per share for the quarter ended June 30, 2018 reflects restructuring charges of $344,000 ($330,000 after tax or $0.01 per share assuming dilution) and net gain on convertible debt derivatives of $21,000 ($21,000 after tax or $0.00 per share assuming dilution).

Loss and loss per share for the quarter ended September 30, 2018 reflects restructuring charges of $920,000 ($885,000 after tax or $0.03 per share assuming dilution) and net gain on convertible debt derivatives of $4,080,000 ($4,080,000 after tax or $0.12 per share assuming dilution).

Loss and loss per share for the quarter ended December 31, 2018 reflects restructuring charges of $1,816,000 pre-tax ($1,694,000 after tax or $0.05 per share assuming dilution), net gain on convertible debt derivatives of $7,790,000 ($7,790,000 after tax or $0.23 per share assuming dilution), an intangible asset impairment of 583,000 ($431,000 after-tax expense or $0.01 per share assuming dilution) and a non-cash tax benefit of $2,023,000 ($0.06 per share assuming dilution) related to the revaluation of net deferred tax liabilities as a result of the new U.S. tax reform legislation.
XML 90 R33.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Value of Financial Instruments
12 Months Ended
Dec. 31, 2019
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments
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.
On May 16, 2019, the company received shareholder approval to elect to settle future conversions of convertible notes in common shares. As a result of the shareholder approval, the note hedge assets and conversion liabilities may no longer be bifurcated and accounted for as separate derivatives and thus they are no longer accounted for as separate assets and liabilities.
 


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
 
Quoted Prices in Active Markets
for Identical
Assets / (Liabilities)
 
Significant
Other
Observable
Inputs
 
Significant
Other
Unobservable
Inputs
 
Level I
 
Level II
 
Level III
December 31, 2019
 
 
 
 
 
 
Forward exchange contracts—net
 

 
$
(67
)
 

December 31, 2018
 
 
 
 
 
 
Forward exchange contracts—net
 

 
$
801

 

Convertible 2021 debt conversion liability
 

 
(1,458
)
 

Convertible 2021 note hedge asset
 

 
1,028

 

Convertible 2022 debt conversion liability
 

 
(2,611
)
 

Convertible 2022 note hedge asset
 

 
2,062

 



The carrying and fair values of the company's financial instruments at December 31, 2019 and 2018 are as follows (in thousands):
 
2019
 
2018
 
Carrying
Value
 
Fair Value
 
Carrying
Value
 
Fair Value
Cash and cash equivalents
$
80,063

 
$
80,063

 
$
116,907

 
$
116,907

Other investments
85

 
85

 
90

 
90

Installment receivables, net of reserves
913

 
913

 
1,796

 
1,796

Long-term debt (including current maturities of long-term debt) *
(267,366
)
 
(225,037
)
 
(255,645
)
 
(181,928
)
Convertible 2021 debt conversion liability in Other Long-Term Obligations

 

 
(1,458
)
 
(1,458
)
Convertible 2021 note hedge in Other Long-Term Assets

 

 
1,028

 
1,028

Convertible 2022 debt conversion liability in Other Long-Term Obligations

 

 
(2,611
)
 
(2,611
)
Convertible 2022 note hedge in Other Long-Term Assets

 

 
2,062

 
2,062

Forward contracts in Other Current Assets
838

 
838

 
1,020

 
1,020

Forward contracts in Accrued Expenses
(905
)
 
(905
)
 
(219
)
 
(219
)

________
* 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 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 are also shown net of the discount and fees. Long-term debt amounts also include long term lease obligations for both operating and financing leases.
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 an investment in a limited partnership, which is accounted for using the cost method, adjusted for any estimated declines in value. The investment was acquired in a private placement 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 of each year. No impairment was recognized in 2019, 2018 or 2017.

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. Long term lease obligations for both operating and financing leases are based on present value of minimum lease payments. 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 liabilities and note hedge derivatives were 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-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.


The gains and losses that result from the majority of the forward contracts are deferred and recognized when the offsetting gains and losses for the identified transactions are recognized. The company recognized a net gain of $2,725,000 in 2019 compared to a gain of $239,000 and a loss of $840,000 in 2018 and 2017, respectively, related to ASC 815 designated derivatives. Gains or losses recognized as the result of the settlement of forward contracts are recognized in cost of products sold for hedges of inventory transactions, sales for hedges of forecasted sales or selling, general and administrative expenses for other hedged transactions.

Intangibles and Goodwill: Under Intangibles—Goodwill and Other, ASC 350, goodwill and intangible assets deemed to have indefinite lives are subject to annual impairment tests. Furthermore, goodwill and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To review goodwill for impairment in accordance with ASC 350, the company first estimates the fair value of each reporting unit and compares the calculated fair value to the carrying value of each reporting unit. A reporting unit is defined as an operating segment or one level below. The company has determined that its reporting units are North America / HME, Europe, Institutional Products Group and Asia Pacific.

To estimate the fair values of the reporting units, the company utilizes a discounted cash flow method model in which the company forecasts income statement and balance sheet amounts based on assumptions regarding future sales growth, profitability, inventory turns, days' sales outstanding, etc. to forecast future cash flows. The cash flows are discounted using a weighted average cost of capital discount rate where the cost of debt is based on quoted rates for 20-year debt of companies of similar credit risk and the cost of equity is based upon the 20-year treasury rate for the risk-free rate, a market risk premium, the industry average beta and a small cap stock adjustment. The discount rates used have a significant impact upon the discounted cash flow methodology utilized in the company's annual impairment testing as higher discount rates decrease the fair value estimates. The assumptions used are based on a market participant view and yielded a discount rate of 11.88% in 2019 for the company's annual impairment analysis for the reporting units with goodwill compared to 12.41% in 2018 and 9.07% in 2017.
The company also utilizes an Enterprise Value (EV) to EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) Method to compute the fair value of its reporting units which considers potential acquirers and their EV to EBITDA multiples adjusted by an estimated premium. While more weight is given to the discounted cash flow method, the EV to EBITDA Method does provide
corroborative evidence of the reasonableness of the discounted cash flow method results.
While there was no indication of impairment in 2019 related to goodwill for the Europe or Institutional Products Group units, a future potential impairment is possible for these reporting units should actual results differ materially from forecasted results used in the valuation analysis. Furthermore, the company's annual valuation of goodwill can differ materially if the market inputs used to determine the discount rate change significantly. For instance, higher interest rates or greater stock price volatility would increase the discount rate and thus increase the chance of impairment. In consideration of this potential, the company reviewed the results if the discount rate used were 100 basis points higher for the 2019 impairment analysis and determined that there still would not be any indicator of potential impairment for Europe and Institutional Products Group reporting units.






















The company recognized an intangible impairment charge in the Institutional Products Group reporting unit, which is part of the North America segment, of $587,000 ($435,000 after-tax) in 2019 and $583,000 ($431,000 after-tax) in 2018 related to a trademark with an indefinite life. The fair value of the trademark was calculated using a relief from royalty payment methodology which requires applying an estimated market royalty rate to forecasted net sales and discounting the resulting cash flows to determine fair value.
The fair values of the company's intangible assets were calculated using inputs that are not observable in the market and included management's own estimates regarding the assumptions that market participants would use and thus these inputs are deemed Level III inputs in regard to the fair value hierarchy.
XML 91 R22.htm IDEA: XBRL DOCUMENT v3.20.1
Leases and Commitments
12 Months Ended
Dec. 31, 2019
Leases [Abstract]  
Leases and Commitments
Leases and Commitments

The company reviews new contracts in accordance with ASU 2016-02, "Leases" to determine if the contracts include a lease. To the extent a lease agreement includes an extension option that is reasonably certain to be exercised, the company has recognized those amounts as part of the right-of-use assets and lease liabilities. The company combines lease and non-lease components, such as common area maintenance, in the calculation of the lease assets and related liabilities. As most lease agreements do not provide an implicit rate, the company uses an incremental borrowing rate (IBR) based on information available at commencement date in determining the present value of lease payments and to help classify the lease as operating or financing. The company calculates its IBR based on the secured rates of the company's recent debt issuances, the credit rating of the company, changes in currencies, lease repayment timing as well as other publicly available data.

The company leases a portion of its facilities, transportation equipment, data processing equipment and certain other equipment. These leases have terms from 1 to 20 years and provide for renewal options. Generally, the company is required to pay taxes and normal expenses associated with operating the facilities and equipment. As of December 31, 2019, the company is committed under non-cancelable operating leases, which have initial or remaining terms in excess of one year and expire on various dates through 2035.
On April 23, 2015, the company sold and leased back, under four separate lease agreements, four properties located in Ohio and one property in Florida for net proceeds of $23,000,000, which were used to reduce debt under the U.S. and Canadian Credit Facility. The initial total annual rent for the properties was $2,275,000 and can increase annually over the 20-year term of the leases based on the applicable geographical consumer price index (CPI). Each of the four lease agreements contains three 10-year renewals with the rent for each option term based on the greater of the then-current fair market rent for each property or the then- current rate and increasing annually by the applicable CPI. Under the terms of the lease agreements, the company is responsible for all taxes, insurance and utilities. The company is permitted to sublet the properties; however, the properties are currently being utilized exclusively by the company and there is no current subletting. The company is required to adequately maintain each of the properties and any leasehold improvements will be amortized over the lesser of the lives of the improvements or the remaining lease lives, consistent with any other company leases.
In connection with the transaction, the requirements for sale lease-back accounting were met. Accordingly, the company recorded the sale of the properties, removed the related property and equipment from the company's balance
sheet, recognized an initial deferred gain of $7,414,000 and an immediate loss of $257,000 related to one property and recorded new lease liabilities. Specifically, the company recorded four capital leases totaling $32,339,000 and one operating lease related to leased land, which was not a material component of the transaction. The gains on the sales of the properties were required to be deferred and recognized over the life of the leases as the property sold is being leased back. The deferred gain is classified under Other Long-Term Obligations on the Consolidated Balance Sheet. The gains realized in 2019 were $295,000, as compared to $284,000 in 2018.

In December 2018, the company entered into a 20-year lease agreement in Germany. The lease is not expected to commence until April 2020.

Lease expenses for the year ended December 31, 2019 and December 31, 2018, respectively, were as follows (in thousands):
 
 
2019
 
2018
 
Operating leases
 
$
10,550

 
$
17,024

 
Variable and short-term leases
 
2,848

 

 
Total operating leases
 
$
13,398

 
$
17,024

 
 
 
 
 
 
 
Finance lease interest cost
 
$
1,316

 
$
1,134

 
Finance lease depreciation
 
2,658

 
2,305

 
Total finance leases
 
$
3,974

 
$
3,439

 
 
 
 
 
 
 


Future minimum operating and capital lease commitments, as of December 31, 2019, are as follows (in thousands):
 
Finance
Leases
 
Operating Leases
2020
$
3,785

 
$
8,063

2021
3,510

 
6,144

2022
2,507

 
3,775

2023
2,452

 
1,419

2024
2,445

 
1,113

Thereafter
25,054

 
1,111

Total future minimum lease payments
39,753

 
21,625

Amounts representing interest
(10,759
)
 
(2,775
)
Present value of minimum lease payments
28,994

 
18,850

Less: current maturities of lease obligations
(2,514
)
 
(6,790
)
Long-term lease obligations
$
26,480

 
$
12,060


Supplemental cash flow amounts for the year ended December 31, 2019 were as follows (in thousands):
Cash Activity: Cash paid in measurement of amounts for lease liabilities
 
December 31, 2019
Operating Leases
 
$
13,456

Financing Leases
 
3,696

Total
 
$
17,152

 
 
 
Non-Cash Activity: Right-of-use assets obtained in exchange for lease obligations
 
December 31, 2019
Operating Leases
 
$
1,554

Financing Leases
 
1,377

Total
 
$
2,931

 
 
 










































Weighted-average remaining lease terms and discount rates for finance and operating leases are as follows as of December 31, 2019:
 
December 31, 2019
Weighted-average remaining lease term - finance leases
14.3 years
Weighted-average remaining lease term - operating leases
3.7 years
Weighted-average discount rate - finance leases
3.92%
Weighted-average discount rate - operating leases
7.77%

XML 92 R26.htm IDEA: XBRL DOCUMENT v3.20.1
Accumulated Other Comprehensive Income (Loss) by Component
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Accumulated Other Comprehensive Income (Loss) by Component
Accumulated Other Comprehensive Income (Loss) by Component

Changes in accumulated other comprehensive income ("OCI") during the year ended December 31, 2019 were as follows (in thousands):
 
 
Foreign Currency
 
Long-Term Notes
 
Defined Benefit Plans
 
Derivatives
 
Total
December 31, 2018
 
$
12,244

 
$
2,662

 
$
(2,703
)
 
$
590

 
$
12,793

OCI before reclassifications
 
(3,346
)
 
(5,153
)
 
(1,157
)
 
1,958

 
(7,698
)
Amount reclassified from accumulated OCI
 

 

 
561

 
(2,528
)
 
(1,967
)
Net current-period OCI
 
(3,346
)
 
(5,153
)
 
(596
)
 
(570
)
 
(9,665
)
December 31, 2019
 
$
8,898

 
$
(2,491
)
 
$
(3,299
)
 
$
20

 
$
3,128


Changes in OCI during the year ended December 31, 2018 were as follows (in thousands):
 
 
Foreign Currency
 
Long-Term Notes
 
Defined Benefit Plans
 
Derivatives
 
Total
December 31, 2017
 
$
50,376

 
$
(4,612
)
 
$
(7,652
)
 
$
(1,242
)
 
$
36,870

OCI before reclassifications
 
(38,132
)
 
7,274

 
5,100

 
2,098

 
(23,660
)
Amount reclassified from accumulated OCI
 

 

 
(151
)
 
(266
)
 
(417
)
Net current-period OCI
 
(38,132
)
 
7,274

 
4,949

 
1,832

 
(24,077
)
December 31, 2018
 
$
12,244

 
$
2,662

 
$
(2,703
)
 
$
590

 
$
12,793



Reclassifications out of accumulated OCI for the year ended December 31, 2019 and December 31, 2018 were as follows (in thousands):
 
 
Amount reclassified from OCI
 
Affected line item in the Statement of Comprehensive (Income) Loss
 
 
2019
 
2018
 
 
Defined Benefit Plans:
 
 
 
 
 
 
Service and interest costs
 
$
561

 
$
(151
)
 
Selling, General and Administrative
Tax
 

 

 
Income Taxes
Total after tax
 
$
561

 
$
(151
)
 
 
 
 
 
 
 
 
 
Derivatives:
 
 
 
 
 
 
Foreign currency forward contracts hedging sales
 
$
(52
)
 
$
1,352

 
Net Sales
Foreign currency forward contracts hedging purchases
 
(2,673
)
 
(1,591
)
 
Cost of Products Sold
Total loss (income) before tax
 
(2,725
)
 
(239
)
 
 
Tax
 
197

 
(27
)
 
Income Taxes
Total after tax
 
$
(2,528
)
 
$
(266
)
 
 

XML 93 R127.htm IDEA: XBRL DOCUMENT v3.20.1
Derivatives - Gain (Loss) in Statement of Finacial Position (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Derivative Instruments, Gain (Loss) [Line Items]      
Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion) $ (571,000) $ 1,894,000 $ (2,088,000)
Cash Flow Hedging      
Derivative Instruments, Gain (Loss) [Line Items]      
Amount of Gain (Loss) Recognized in Income on Derivatives 2,725,000 239,000 (840,000)
Foreign exchange forward      
Derivative Instruments, Gain (Loss) [Line Items]      
Amount of Gain (Loss) Recognized in Income on Derivatives 2,725,000 239,000 $ (840,000)
Foreign exchange forward | Cash Flow Hedging      
Derivative Instruments, Gain (Loss) [Line Items]      
Amount of Gain (Loss) Recognized in OCI on Derivatives (Effective Portion) 1,958,000 2,098,000  
Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) 2,528,000 266,000  
Amount of Gain (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing) 0 0  
Not Designated as Hedging Instrument      
Derivative Instruments, Gain (Loss) [Line Items]      
Amount of Gain (Loss) Recognized in Income on Derivatives (78,000) 219,000  
Not Designated as Hedging Instrument | Foreign exchange forward      
Derivative Instruments, Gain (Loss) [Line Items]      
Amount of Gain (Loss) Recognized in Income on Derivatives $ (78,000) $ 219,000  
XML 94 R47.htm IDEA: XBRL DOCUMENT v3.20.1
Accrued Expenses (Tables)
12 Months Ended
Dec. 31, 2019
Payables and Accruals [Abstract]  
Accrued Expenses
Accrued expenses as of December 31, 2019 and 2018 consisted of accruals for the following (in thousands):
 
2019
 
2018
Salaries and wages
$
29,725

 
$
23,289

Taxes other than income taxes, primarily Value Added Taxes
22,194

 
23,197

Warranty
11,626

 
16,353

Rebates
10,743

 
7,966

Severance
7,023

 
1,657

Professional
6,869

 
5,888

IT service contracts
6,125

 

Freight
3,744

 
3,363

Interest
3,608

 
3,992

Advance payment on sale of land & buildings
3,471

 

Deferred revenue
3,173

 
2,416

Product liability, current portion
2,736

 
2,728

IT licenses
2,114

 

Derivatives (foreign currency forward exchange contracts)
905

 
219

Insurance
699

 
738

Rent
415

 
483

Supplemental Executive Retirement Program liability Plan (SERP)
391

 
391

Other items, principally trade accruals
5,386

 
7,187

Accrued Expenses
$
120,947

 
$
99,867



Accrued Warranty Costs
The following is a reconciliation of the changes in accrued warranty costs for the reporting period (in thousands):
 
2019
 
2018
Balance as of January 1
$
16,353

 
$
22,468

Warranties provided during the period
5,504

 
7,106

Settlements made during the period
(10,882
)
 
(13,731
)
Changes in liability for pre-existing warranties during the period, including expirations
651

 
510

Balance as of December 31
$
11,626

 
$
16,353



XML 95 R123.htm IDEA: XBRL DOCUMENT v3.20.1
Concentration Of Credit Risk - (Details)
12 Months Ended
Dec. 31, 2019
USD ($)
Customer
Net Sales | Customer Concentration Risk  
Concentration Risk [Line Items]  
Number of Customers Used For Concentration Risk Disclosure | Customer 10
Concentration risk, percentage 19.10%
Maximum percent of revenue from single customer 5.20%
Payment Guarantee  
Concentration Risk [Line Items]  
Retained recourse obligation $ 2,355,000
Total contracts 9,008,000
Other Long-Term Obligations | Payment Guarantee  
Concentration Risk [Line Items]  
Guarantee obligation at carrying value $ 41,000
XML 96 R43.htm IDEA: XBRL DOCUMENT v3.20.1
Other Long-Term Assets (Tables)
12 Months Ended
Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Other Assets, Noncurrent

Other long-term assets as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Convertible 2021 note hedge asset
$

 
$
1,028

Convertible 2022 note hedge asset

 
2,062

Cash surrender value of life insurance policies
2,124

 
1,948

Deferred financing fees
602

 
402

Investments
85

 
90

Long-term installment receivables
177

 
222

Long-term deferred taxes
928

 
352

Other
300

 
256

Other Long-Term Assets
$
4,216

 
$
6,360


XML 97 R100.htm IDEA: XBRL DOCUMENT v3.20.1
Revenues (Details) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Revenues $ 232,913,000 $ 235,774,000 $ 235,858,000 $ 223,419,000 $ 244,576,000 $ 244,559,000 $ 246,152,000 $ 237,060,000 $ 927,964,000 $ 972,347,000 $ 966,497,000
Net Revenue                 100.00% 100.00%  
Deferred Revenue $ 3,173,000       $ 2,416,000       $ 3,173,000 $ 2,416,000  
Europe                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Revenues                 533,048,000 558,518,000 535,326,000
North America                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Revenues                 348,201,000 364,590,000 380,290,000
Other Segments                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Revenues                 46,715,000 49,239,000 $ 50,881,000
Product [Member]                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Revenues                 $ 907,654,000 $ 951,341,000  
Net Revenue                 98.00% 98.00%  
Product [Member] | Europe                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Revenues                 $ 519,160,000 $ 544,517,000  
Product [Member] | North America                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Revenues                 346,642,000 362,431,000  
Product [Member] | Other Segments                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Revenues                 41,852,000 44,393,000  
Service [Member]                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Revenues                 $ 20,310,000 $ 21,006,000  
Net Revenue                 2.00% 2.00%  
Service [Member] | Europe                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Revenues                 $ 13,888,000 $ 14,001,000  
Service [Member] | North America                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Revenues                 1,559,000 2,159,000  
Service [Member] | Other Segments                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Revenues                 $ 4,863,000 $ 4,846,000  
General Terms and Conditions [Member]                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Contract Type Sales Split                 31.00%    
Large National Customers [Member]                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Contract Type Sales Split                 26.00%    
Government Tenders [Member]                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Contract Type Sales Split                 20.00%    
Other Customers [Member]                      
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]                      
Contract Type Sales Split                 23.00%    
XML 98 R60.htm IDEA: XBRL DOCUMENT v3.20.1
Business Segments (Tables)
12 Months Ended
Dec. 31, 2019
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment

The information by segment is as follows (in thousands): 
 
2019
 
2018
 
2017
Revenues from external customers
 
 
 
 
 
Europe
$
533,048

 
$
558,518

 
$
535,326

North America
348,201

 
364,590

 
380,290

All Other (Asia Pacific)
46,715

 
49,239

 
50,881

Consolidated
$
927,964

 
$
972,347

 
$
966,497

Intersegment revenues
 
 
 
 
 
Europe
$
14,185

 
$
15,784

 
$
13,815

North America
80,727

 
90,944

 
84,799

All Other (Asia Pacific)
13,033

 
17,737

 
15,312

Consolidated
$
107,945

 
$
124,465

 
$
113,926

Restructuring charges before income taxes
 
 
 
 
 
Europe
$
9,579

 
$
1,773

 
$
1,975

North America
1,617

 
1,359

 
8,889

All Other
633

 
349

 
1,410

Consolidated
$
11,829

 
$
3,481

 
$
12,274

 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
2018
 
2017
Depreciation and amortization
 
 
 
 
 
Europe
$
7,851

 
$
8,125

 
$
7,446

North America
6,429

 
6,228

 
5,745

All Other (1)
1,283

 
1,203

 
1,440

Consolidated
$
15,563

 
$
15,556

 
$
14,631

Net interest expense
 
 
 
 
 
Europe
$
368

 
$
225

 
$
229

North America
28,070

 
27,355

 
22,006

All Other
209

 
222

 
199

Consolidated
$
28,647

 
$
27,802

 
$
22,434

Operating income (loss)
 
 
 
 
 
Europe
$
36,174

 
$
32,673

 
$
33,160

North America
(7,592
)
 
(32,506
)
 
(36,992
)
All Other (1)
(26,576
)
 
(14,397
)
 
(23,733
)
Charge related to restructuring activities
(11,829
)
 
(3,481
)
 
(12,274
)
Asset write-off
(587
)
 
(583
)
 
(320
)
Consolidated operating loss
(10,410
)
 
(18,294
)
 
(40,159
)
Net gain (loss) on convertible derivatives
1,197

 
11,994

 
(3,657
)
Loss on debt extinguishment including debt finance charges and fees
(6,165
)
 

 

Net Interest expense
(28,647
)
 
(27,802
)
 
(22,434
)
Loss before income taxes
$
(44,025
)
 
$
(34,102
)
 
$
(66,250
)
Assets
 
 
 
 
 
Europe
$
602,471

 
$
611,230

 
$
646,085

North America (2)
212,733

 
242,341

 
388,021

All Other
36,922

 
32,284

 
31,927

Consolidated
$
852,126

 
$
885,855

 
$
1,066,033

Long-lived assets
 
 
 
 
 
Europe
$
408,847

 
$
407,021

 
$
430,998

North America (2)
79,369

 
77,009

 
173,578

All Other
8,033

 
4,415

 
4,543

Consolidated
$
496,249

 
$
488,445

 
$
609,119

Expenditures for assets
 
 
 
 
 
Europe
$
6,041

 
$
5,348

 
$
5,819

North America
3,679

 
3,648

 
7,755

All Other
1,154

 
827

 
995

Consolidated
$
10,874

 
$
9,823

 
$
14,569

   ________________________
(1) Consists of un-allocated corporate SG&A costs and intercompany profits, which do not meet the quantitative criteria for determining reportable segments.
(2) Total assets and long-lived assets materially impacted by change in the fair value of the company's convertible note hedge assets.


N
Revenue from External Customers by Products and Services
Net sales by product, are as follows (in thousands):
 
2019
 
2018
 
2017
Europe
 
 
 
 
 
Lifestyle
$
245,987

 
$
263,340

 
$
266,290

Mobility and Seating
249,144

 
252,997

 
225,909

Respiratory Therapy
19,258

 
23,736

 
26,261

Other(1)
18,659

 
18,445

 
16,866


$
533,048

 
$
558,518

 
$
535,326

North America
 
 
 
 
 
Lifestyle
$
173,039

 
$
172,622

 
$
179,563

Mobility and Seating
121,955

 
122,013

 
112,448

Respiratory Therapy
51,649

 
67,797

 
85,760

Other(1)
1,558

 
2,158

 
2,519


$
348,201

 
$
364,590

 
$
380,290

All Other (Asia Pacific)
 
 
 
 
 
Mobility and Seating
$
28,448

 
$
31,286

 
$
29,096

Lifestyle
10,831

 
10,829

 
14,003

Respiratory Therapy
1,283

 
1,330

 
1,640

Other(1)
6,153

 
5,794

 
6,142

 
$
46,715

 
$
49,239

 
$
50,881

 
 
 
 
 
 
Total Consolidated
$
927,964

 
$
972,347

 
$
966,497

   ________________________
(1)
Includes various services, including repair services, equipment rentals and external contracting.
 
XML 99 R90.htm IDEA: XBRL DOCUMENT v3.20.1
Other Long-Term Obligations - (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Apr. 23, 2015
Other Liabilities Disclosure [Abstract]      
Deferred income taxes $ 23,376,000 $ 24,681,000  
Product liability 13,414,000 13,865,000  
Pension 7,006,000 6,670,000  
Deferred gain on sale leaseback 5,819,000 6,124,000 $ 7,414,000
Supplemental Executive Retirement Plan liability 5,433,000 5,250,000  
Deferred compensation 5,354,000 5,577,000  
Uncertain tax obligation including interest 2,612,000 2,140,000  
Advance payment on sale of land & buildings 0 3,524,000  
Convertible 2022 debt conversion liability 0 2,611,000  
Convertible 2021 debt conversion liability 0 1,458,000  
Other 3,935,000 3,065,000  
Other long-term obligations $ 66,949,000 $ 74,965,000  
XML 100 R94.htm IDEA: XBRL DOCUMENT v3.20.1
Leases and Commitments - Lease Costs (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Lease, Cost [Abstract]    
Operating Lease, Expense $ 10,550 $ 17,024
Short-term Lease, Cost 2,848 0
Operating Lease, Cost 13,398 17,024
Finance Lease, Interest Expense 1,316 1,134
Finance Lease, Right-of-Use Asset, Amortization 2,658 2,305
Financing Lease, Cost $ 3,974 $ 3,439
XML 101 R104.htm IDEA: XBRL DOCUMENT v3.20.1
Equity Compensation - Options Activity (Details) - $ / shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]      
Options outstanding at beginning of period (in shares) 1,885,362 2,631,569 2,542,732
Granted (in shares) 0 0 756,420
Exercise of stock options 0 (184,549) (193,263)
Canceled (in shares) (444,160) (561,658) (474,320)
Options outstanding at end of period (in shares) 1,441,202 1,885,362 2,631,569
Weighted Average Exercise Price      
Options outstanding at beginning of period - Weighted Average Exercise Price (in dollars per share) $ 18.78 $ 19.44 $ 21.19
Granted - Weighted Average Exercise Price (in dollars per share) 0 0 12.15
Excercised - Weighted Average Exercise Price (in dollars per share) 0 14.28 13.51
Canceled - Weighted Average Exercise Price (in dollars per share) 20.49 23.34 19.45
Options outstanding at end of period - Weighted Average Exercise Price (in dollars per share) $ 18.26 $ 18.78 $ 19.44
Options exercisable at end of period (in shares) 910,267 1,354,202 2,029,773
2018 Plan      
Weighted Average Exercise Price      
Number of shares authorized 3,851,945    
2013 Plan      
Weighted Average Exercise Price      
Number of shares authorized   3,994,255 2,131,355
XML 102 R64.htm IDEA: XBRL DOCUMENT v3.20.1
Accounting Policies - Goodwill and Other Intangibles (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Trademarks | Other Segments    
Indefinite-lived Intangible Assets [Line Items]    
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) $ 587,000 $ 583,000
XML 103 R68.htm IDEA: XBRL DOCUMENT v3.20.1
Operations Held for Sale (Details)
12 Months Ended
Dec. 31, 2019
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]  
Operations Held For Sale, Costs Incurred $ (2,892,000)
Operations Held for Sale, Payment of Sale Costs $ 2,377,000
XML 104 R108.htm IDEA: XBRL DOCUMENT v3.20.1
Equity Compensation - Performance Share Activity (Details) - Performance shares and performance share units - $ / shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]      
Stock / Units unvested at beginning of period (in shares) 448,294 457,879 309,468
Granted (in shares) 576,737 205,164 336,694
Vested (in shares) (255,259) (155,766) 0
Canceled (in shares) (16,500) (58,983) (188,283)
Stock / Units unvested at end of period (in shares) 753,272 448,294 457,879
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]      
Stock / Units unvested at beginning of period - Weighted Average Fair Value (in dollars per share) $ 14.37 $ 12.33 $ 14.58
Granted - Weighted Average Fair Value (in dollars per share) 9.93 17.48 12.02
Vested - Weighted Average Fair Value (in dollars per share) 12.02 12.82 0
Canceled - Weighted Average Fair Value (in dollars per share) 11.99 13.43 15.48
Stock / Units unvested at end of period - Weighted Average Fair Value (in dollars per share) $ 11.82 $ 14.37 $ 12.33
XML 105 R98.htm IDEA: XBRL DOCUMENT v3.20.1
Leases and Commitments - Weighted-Average Remaining Lease Terms and Discount Rates (Details)
Dec. 31, 2019
Weighted-Average Remaining Lease Terms and Discount Rates [Abstract]  
Finance Lease, Weighted Average Remaining Lease Term 14 years 3 months 18 days
Operating Lease, Weighted Average Remaining Lease Term 3 years 8 months 12 days
Finance Lease, Weighted Average Discount Rate, Percent 3.92%
Operating Lease, Weighted Average Discount Rate, Percent 7.77%
XML 106 R117.htm IDEA: XBRL DOCUMENT v3.20.1
Income Taxes - Components of Deferred Income Tax (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Long-term deferred income tax assets (liabilities), net:    
Bad debt $ 841,000 $ 954,000
Warranty 1,391,000 2,134,000
Other accrued expenses and reserves 1,515,000 511,000
Inventory 2,993,000 2,878,000
Goodwill and intangibles (22,686,000) (23,589,000)
Convertible debt (1,530,000) (1,225,000)
Fixed assets (13,421,000) (3,107,000)
Compensation and benefits 5,965,000 6,268,000
Loss and credit carryforwards 121,602,000 131,896,000
Product liability 3,113,000 2,315,000
State and local taxes 31,499,000 31,345,000
Valuation allowance (162,790,000) (174,659,000)
Deferred Tax Liabilities, Leasing Arrangements 9,713,000 0
Other, net (653,000) (50,000)
Net Deferred Income Taxes $ 22,448,000 $ 24,329,000
XML 107 R77.htm IDEA: XBRL DOCUMENT v3.20.1
Other Current Assets - Components of Other Current Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Tax receivables principally value added taxes $ 16,049 $ 16,372
Receivable due from information technology provider 6,262 0
Prepaid insurance 2,918 2,626
Service contracts 2,013 2,201
Prepaid social charges 1,216 0
Derivatives (foreign currency forward contracts) 838 1,020
Prepaid inventory 684 521
Recoverable income taxes 297 787
Prepaid debt fees 207 395
Prepaid and other current assets 7,425 7,141
Other current assets $ 37,909 $ 31,063
XML 108 R6.htm IDEA: XBRL DOCUMENT v3.20.1
Consolidated Statement Of Cash Flows - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Operating Activities      
Net loss $ (53,327,000) $ (43,922,000) $ (76,541,000)
Adjustments to reconcile net earnings to net cash used by operating activities:      
Depreciation and amortization 15,563,000 15,556,000 14,631,000
Operating Lease, Right-of-Use, Amortization 8,927,000 0 0
Provision for losses on trade and installment receivables 955,000 2,029,000 2,042,000
Benefit for deferred income taxes (830,000) (2,800,000) (4,370,000)
Provision (benefit) for other deferred liabilities (1,144,000) (121,000) (589,000)
Provision for equity compensation 11,110,000 5,283,000 7,347,000
Loss (gain) on disposals of property and equipment 182,000 928,000 (87,000)
Gain (Loss) on Extinguishment of Debt (6,165,000) 0 0
Impairment of an intangible asset 587,000 583,000 320,000
Amortization of convertible debt discount 12,325,000 11,608,000 8,811,000
Amortization of Debt Issuance Costs 2,384,000 2,489,000 2,220,000
Loss (gain) on Convertible Debt Derivatives (1,197,000) (11,994,000) 3,657,000
Changes in operating assets and liabilities:      
Trade receivables 1,474,000 (666,000) 2,395,000
Installment sales contracts, net 434,000 (603,000) (930,000)
Inventories 6,466,000 (11,497,000) 22,263,000
Other current assets (7,314,000) (873,000) 1,925,000
Accounts payable (3,603,000) 4,505,000 (2,168,000)
Accrued expenses 2,276,000 (17,158,000) (5,711,000)
Other long-term liabilities (978,000) 230,000 (2,167,000)
Net Cash Provided by (Used in) Operating Activities 2,743,000 (46,423,000) (25,774,000)
Investing Activities      
Purchases of property and equipment (10,874,000) (9,823,000) (14,569,000)
Proceeds from sale of property and equipment 73,000 40,000 369,000
Advance Payment from Sale of Property 0 3,524,000 0
Decrease in other long-term assets (781,000) (116,000) (361,000)
Other (32,000) 12,000 (87,000)
Net Cash Used by Investing Activities (11,614,000) (6,363,000) (14,648,000)
Financing Activities      
Proceeds from revolving lines of credit and long-term borrowings 0 0 95,220,000
Repurchases of convertible debt and capital lease payments (17,196,000) (1,493,000) (16,308,000)
Proceeds from exercise of stock options 0 2,626,000 2,676,000
Payment of financing costs (1,278,000) 0 (4,711,000)
Payment of dividends (1,645,000) (1,630,000) (1,604,000)
Proceeds from Issuance of Warrants 0 0 14,100,000
Payments to Debt Holders (6,928,000) 0 0
Payments for Repurchase of Common Stock (894,000) (2,427,000) (1,276,000)
Net Cash Provided (Used) by Financing Activities (27,941,000) (2,924,000) 88,097,000
Effect of exchange rate changes on cash (32,000) (3,911,000) 4,619,000
Increase (decrease) in cash and cash equivalents (36,844,000) (59,621,000) 52,294,000
Cash and cash equivalents at beginning of year 116,907,000 176,528,000 124,234,000
Cash and cash equivalents at end of year $ 80,063,000 $ 116,907,000 $ 176,528,000
XML 109 R87.htm IDEA: XBRL DOCUMENT v3.20.1
Long-Term Debt - Debt (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2016
Debt Instrument [Line Items]      
Long-term debt $ 219,522,000 $ 225,733,000  
Less current maturities of long-term debt (58,000) 0  
Long-term debt of current maturities 219,464,000 225,733,000  
Convertible Subordinated Debt | Convertible Senior Notes at 5.00% February 2021      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 61,091,000 150,000,000 $ 150,000,000
Long-term debt 56,628,000 130,260,000  
Debt Instrument, Unamortized Discount (3,916,000) (17,193,000)  
Debt Instrument, Fee Amount, Net Balance Shown as a Liability (547,000) (2,547,000)  
Debt Instrument, Net Carrying Amount 56,628,000 130,260,000  
Convertible Subordinated Debt | Convertible Senior Notes at 4.50% February 2022      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 120,000,000 120,000,000  
Long-term debt 101,815,000 95,473,000  
Debt Instrument, Unamortized Discount (16,027,000) (21,476,000)  
Debt Instrument, Fee Amount, Net Balance Shown as a Liability (2,158,000) (3,051,000)  
Debt Instrument, Net Carrying Amount 101,815,000 95,473,000  
Convertible Subordinated Debt | Convertible Senior Notes at 5.00% February 2024      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount 72,909,000    
Long-term debt 60,817,000 0  
Debt Instrument, Unamortized Discount (10,733,000)    
Debt Instrument, Fee Amount, Net Balance Shown as a Liability (1,359,000)    
Debt Instrument, Net Carrying Amount 60,817,000    
Other obligations      
Debt Instrument [Line Items]      
Long-term debt $ 262,000 $ 0  
XML 110 R83.htm IDEA: XBRL DOCUMENT v3.20.1
Intangibles - Finite and Indefinite Lived Intangibles (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]    
Historical Cost $ 91,638,000 $ 91,216,000
Accumulated Amortization 65,191,000 64,710,000
Customer lists    
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]    
Historical Cost 51,108,000 51,828,000
Accumulated Amortization 51,108,000 50,768,000
License agreements    
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]    
Historical Cost 2,884,000 733,000
Accumulated Amortization 770,000 733,000
Developed technology    
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]    
Historical Cost 7,483,000 7,608,000
Accumulated Amortization 6,642,000 6,563,000
Patents    
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]    
Historical Cost 5,521,000 5,500,000
Accumulated Amortization 5,521,000 5,497,000
Other    
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]    
Historical Cost 1,163,000 1,162,000
Accumulated Amortization 1,150,000 1,149,000
Trademarks    
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]    
Historical Cost 23,479,000 24,385,000
Other Segments | Trademarks    
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]    
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) 587,000 583,000
Indefinite Lived Intangible Assets, Impairment Losses After Tax $ 435,000 $ 431,000
XML 111 R113.htm IDEA: XBRL DOCUMENT v3.20.1
Charges Related To Restructuring Activities - Narrative (Details) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Restructuring Cost and Reserve [Line Items]                      
Charges $ (8,188,000) $ (1,628,000) $ (1,321,000) $ (692,000) $ (1,816,000) $ (920,000) $ (344,000) $ (401,000) $ (11,829,000) $ (3,481,000) $ (12,274,000)
Payments                 $ (6,484,000) (5,804,000) (10,438,000)
Expected payout period                 12 months    
Severance                      
Restructuring Cost and Reserve [Line Items]                      
Charges                 $ (11,562,000) (3,593,000) (11,325,000)
Payments                 (6,196,000) (5,640,000) (9,670,000)
Contract Terminations                      
Restructuring Cost and Reserve [Line Items]                      
Charges                 (267,000) 112,000 (949,000)
Payments                 (288,000) (164,000) (768,000)
North America                      
Restructuring Cost and Reserve [Line Items]                      
Charges                 (1,617,000) (1,359,000) (8,889,000)
Payments                 (2,087,000) (3,284,000) (7,186,000)
North America | Severance                      
Restructuring Cost and Reserve [Line Items]                      
Charges                 (1,573,000) (1,471,000) (8,162,000)
Payments                 (2,018,000) (3,254,000) (6,506,000)
North America | Contract Terminations                      
Restructuring Cost and Reserve [Line Items]                      
Charges                 (44,000) 112,000 (727,000)
Payments                 (69,000) (30,000) (680,000)
Europe                      
Restructuring Cost and Reserve [Line Items]                      
Charges                 (9,579,000) (1,773,000) (1,975,000)
Payments                 (3,350,000) (1,975,000) (1,592,000)
Europe | Severance                      
Restructuring Cost and Reserve [Line Items]                      
Charges                 (9,356,000) (1,773,000) (1,753,000)
Payments                 (3,131,000) (1,841,000) (1,504,000)
Europe | Contract Terminations                      
Restructuring Cost and Reserve [Line Items]                      
Charges                 (223,000) 0 (222,000)
Payments                 (219,000) (134,000) (88,000)
Other Segments                      
Restructuring Cost and Reserve [Line Items]                      
Charges                 (633,000) (349,000) (1,410,000)
Payments                 (1,047,000) (545,000) (1,660,000)
Other Segments | Severance                      
Restructuring Cost and Reserve [Line Items]                      
Charges                 (633,000) (349,000) (1,410,000)
Payments                 (1,047,000) (545,000) (1,660,000)
Other Segments | Contract Terminations                      
Restructuring Cost and Reserve [Line Items]                      
Charges                 0 0 0
Payments                 $ 0 $ 0 $ 0
XML 112 R2.htm IDEA: XBRL DOCUMENT v3.20.1
Consolidated Statement Of Comprehensive Income (Loss) - USD ($)
shares in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Income Statement [Abstract]      
Revenues $ 927,964,000 $ 972,347,000 $ 966,497,000
Cost of products sold 665,897,000 704,671,000 697,246,000
Gross Profit 262,067,000 267,676,000 269,251,000
Selling, general and administrative expenses 260,061,000 281,906,000 296,816,000
Charges related to restructuring activities 11,829,000 3,481,000 12,274,000
Impairment of an intangible asset 587,000 583,000 320,000
Operating Income (Loss) (10,410,000) (18,294,000) (40,159,000)
Loss (gain) on Convertible Debt Derivatives (1,197,000) (11,994,000) 3,657,000
Gain (Loss) on Extinguishment of Debt 6,165,000 0 0
Interest expense 29,076,000 28,336,000 22,907,000
Interest income (429,000) (534,000) (473,000)
Loss Before Income Taxes (44,025,000) (34,102,000) (66,250,000)
Income tax provision 9,302,000 9,820,000 10,291,000
Net Loss $ (53,327,000) $ (43,922,000) $ (76,541,000)
Net Earnings (Loss) per Share—Basic:      
Net Earnings (loss) per Share - Basic (in dollars per share) $ (1.59) $ (1.33) $ (2.34)
Weighted Average Shares Outstanding - Basic (in shares) 33,594 33,124 32,752
Net Earnings (Loss) per Share—Assuming Dilution:      
Net Earnings (loss) per Share - Assuming Dilution (in dollars per share) $ (1.59) $ (1.33) $ (2.34)
Weighted Average Shares Outstanding - Assuming Dilution (in shares) 33,642 33,543 33,216
Other comprehensive income (loss):      
Foreign currency translation adjustments $ (8,499,000) $ (30,858,000) $ 54,591,000
Defined benefit plans:      
Amortization of prior service costs and unrecognized losses (596,000) 4,949,000 3,596,000
Deferred tax adjustment resulting from defined benefit plan activity 48,000 (51,000) (67,000)
Valuation reserve associated with defined benefit plan activity (48,000) 51,000 67,000
Current period gain (loss) on cash flow hedges (571,000) 1,894,000 (2,088,000)
Deferred tax benefit (loss) related to gain (loss) on cash flow hedges 1,000 (62,000) 106,000
Other Comprehensive Income (Loss) (9,665,000) (24,077,000) 56,205,000
Comprehensive Loss $ (62,992,000) $ (67,999,000) $ (20,336,000)
XML 113 R73.htm IDEA: XBRL DOCUMENT v3.20.1
Receivables - Rollforward of Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Allowance for Doubtful Accounts [Roll Forward]    
Balance as of beginning of period $ 1,542 $ 2,644
Current period provision 479 550
Direct write-offs charged against the allowance (507) (1,652)
Balance as of end of period $ 1,514 $ 1,542
XML 114 R58.htm IDEA: XBRL DOCUMENT v3.20.1
Derivatives (Tables)
12 Months Ended
Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Notional Amounts of Outstanding Derivative Positions
Outstanding foreign currency forward exchange contracts qualifying and designated for hedge accounting treatment were as follows (in thousands USD):
 
December 31, 2019
 
December 31, 2018
 
Notional
Amount
 
Unrealized
Net Gain
(Loss)
 
Notional
Amount
 
Unrealized
Net Gain
(Loss)
USD / AUD
$
3,840

 
$
(106
)
 
$
6,390

 
$
146

USD / CAD
3,888

 
32

 
12,221

 
(101
)
USD / CNY

 

 
4,460

 
32

USD / EUR
110,905

 
122

 
70,748

 
173

USD / GBP
3,972

 
(8
)
 
1,233

 

USD / NZD
2,760

 
(166
)
 
10,359

 
149

USD / SEK
5,062

 
(38
)
 
603

 

USD / MXP
6,763

 
346

 
7,801

 
37

EUR / CAD
4,151

 
24

 

 

EUR / CHF
9,821

 
10

 

 

EUR / GBP
29,824

 
(216
)
 
41,087

 
174

EUR / NOK
5,797

 
15

 
977

 

EUR / SEK
9,493

 
(46
)
 
15,106

 
(92
)
EUR / NZD

 

 
2,042

 
64

DKK / SEK
5,936

 
24

 
1,561

 

NOK / SEK
5,151

 
18

 

 

 
$
207,363

 
$
11

 
$
174,588

 
$
582



Schedule of Other Derivatives Not Designated as Hedging Instruments, Statements of Financial Performance and Financial Position, Location
Foreign currency forward exchange contracts not qualifying or designated for hedge accounting treatment, as well as ineffective hedges, entered into in 2019 and 2018, respectively, and outstanding were as follows (in thousands USD):
 
December 31, 2019
 
December 31, 2018
 
Notional
Amount
 
Gain
(Loss)
 
Notional
Amount
 
Gain
(Loss)
AUD / USD
$
10,000

 
$
(94
)
 
$
11,500

 
$
167

CAD / USD
8,000

 
(50
)
 

 
$

EUR / USD
10,000

 
104

 

 

GBP / USD
7,000

 
40

 

 

NZD / USD
4,500

 
(101
)
 
3,000

 
30

NOK / EUR

 

 
18

 

NZD / AUD
7,900

 
23

 
10,800

 
22

 
$
47,400

 
$
(78
)
 
$
25,318

 
$
219


Schedule of Derivatives Instruments Statements of Financial Performance and Financial Position, Location
The fair values of the company's derivative instruments were as follows (in thousands):
 
December 31, 2019
 
December 31, 2018
 
Assets
 
Liabilities
 
Assets
 
Liabilities
Derivatives designated as hedging instruments under ASC 815
 
 
 
 
 
 
 
Foreign currency forward exchange contracts
$
668

 
$
657

 
$
792

 
$
210

Derivatives not designated as hedging instruments under ASC 815
 
 
 
 
 
 
 
Foreign currency forward exchange contracts
170

 
248

 
228

 
9

Total derivatives
$
838

 
$
905

 
$
1,020

 
$
219


Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss)
The effect of derivative instruments on Accumulated Other Comprehensive Income (OCI) and the Statement of Comprehensive Income (Loss) was as follows (in thousands):
Derivatives (foreign currency forward exchange contracts) 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)
Year ended December 31, 2019
$
1,958

 
$
2,528

 
$

Year ended December 31, 2018
$
2,098

 
$
266

 
$

 
 
 
 
 
 
Derivatives (foreign currency forward exchange contracts) not designated as hedging instruments under ASC 815
Amount of Gain (Loss)
Recognized in Income on
Derivatives
 
 
 
 
Year ended December 31, 2019
$
(78
)
 
 
 
 
Year ended December 31, 2018
$
219

 
 
 
 


Schedule of Fair Value Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block]
The fair values of the outstanding convertible note derivatives as of December 31, 2019 and their effect on the Statement of Comprehensive Income (Loss) were as follows (in thousands):
 
 
 
Gain (Loss)
 
Fair Value
 
Twelve Months Ended
 
December 31, 2019
 
December 31, 2019
 
December 31, 2018
Convertible 2021 debt conversion long-term liability
$

 
$
(2,210
)
 
$
51,696

Convertible 2022 debt conversion long-term liability

 
(6,193
)
 
50,803

Convertible 2021 note hedge long-term asset

 
2,852

 
(45,887
)
Convertible 2022 note hedge long-term asset

 
6,748

 
(44,618
)
Net fair value and net gains (losses) on convertible debt derivatives
$

 
$
1,197

 
$
11,994

XML 115 R138.htm IDEA: XBRL DOCUMENT v3.20.1
Interim Financial Information - Narrative (Details) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]                      
Gain (Loss) on Extinguishment of Debt, Net of Tax Per Diluted Share $ 0.17                    
Impairment of an intangible asset                 $ 587,000 $ 583,000 $ 320,000
Non-cash Tax Benefit, Per Diluted Share         $ 0.06            
Impairment of Intangible Assets (Excluding Goodwill), Net of Tax Per Diluted Share $ 0.01       $ 0.01            
Deferred Tax Benefit Adjustment, net         $ 2,023,000           1,580,000
Loss (gain) on Convertible Debt Derivatives, Net of Tax     $ 1,470,000 $ (273,000) $ 7,790,000 $ 4,080,000 $ 21,000        
Loss (gain) on Convertible Debt Derivatives, Per Diluted Share     $ (0.04) $ (0.01) $ (0.23) $ (0.12) $ (0.00)        
Charges $ 8,188,000 $ 1,628,000 $ 1,321,000 $ 692,000 $ 1,816,000 $ 920,000 $ 344,000 $ 401,000 11,829,000 3,481,000 12,274,000
Restructuring charges, net of tax $ 5,932,000 $ 1,229,000 $ 1,200,000 $ 642,000 $ 1,694,000 $ 885,000 $ 330,000 $ 340,000      
Restructuring charges, net of tax, per diluted share $ 0.18 $ 0.04 $ 0.04 $ 0.02 $ 0.05 $ 0.03 $ 0.01 $ 0.01      
Gain (Loss) on Extinguishment of Debt $ (5,885,000)               (6,165,000) 0 0
Loss (gain) on Convertible Debt Derivatives     $ 1,470,000 $ (273,000) $ 7,790,000 $ 4,080,000 $ 21,000   (1,197,000) (11,994,000) 3,657,000
Write off of debt fees               $ 103,000      
Write off of debt fees, net of tax               $ 103,000      
Write off of debt fees per diluted share               $ 0.00      
Other Segments                      
Finite-Lived Intangible Assets [Line Items]                      
Charges                 $ 633,000 $ 349,000 $ 1,410,000
XML 116 R130.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Values of Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Convertible Debt 2021 Conversion Feature, Fair Value $ 0 $ (1,458,000)
Convertible 2021 note hedge asset 0 1,028,000
Convertible Debt 2022 Conversion Feature, Fair Value 0 (2,611,000)
Convertible due 2022 - Bond Hedge, Fair Value 0 2,062,000
Convertible Debt Bond Hedge [Member] | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Convertible 2021 note hedge asset 0 1,028,000
Convertible due 2022 - Bond Hedge, Fair Value 0 2,062,000
Foreign exchange forward | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets / (Liabilities) - Level I    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative assets (liabilities), at fair value, net 0 0
Foreign exchange forward | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative assets (liabilities), at fair value, net (67,000) 801,000
Foreign exchange forward | Fair Value, Measurements, Recurring | Significant Other Unobservable Inputs - Level III    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative assets (liabilities), at fair value, net 0 0
Convertible Debt 2021 Conversion Feature [Member] | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Convertible Debt 2021 Conversion Feature, Fair Value 0  
Convertible Debt 2022 Conversion Feature [Domain] | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Convertible Debt 2022 Conversion Feature, Fair Value $ 0 (2,611,000)
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets / (Liabilities) - Level I    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative assets (liabilities), at fair value, net   0
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative assets (liabilities), at fair value, net   (1,458,000)
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring | Significant Other Unobservable Inputs - Level III    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative assets (liabilities), at fair value, net   0
Convertible Debt Bond Hedge [Member] | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets / (Liabilities) - Level I    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative assets (liabilities), at fair value, net   0
Convertible Debt Bond Hedge [Member] | Fair Value, Measurements, Recurring | Significant Other Unobservable Inputs - Level III    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative assets (liabilities), at fair value, net   0
Convertible Debt 2022 Conversion Feature [Domain] | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets / (Liabilities) - Level I    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative assets (liabilities), at fair value, net   0
Convertible Debt 2022 Conversion Feature [Domain] | Fair Value, Measurements, Recurring | Significant Other Unobservable Inputs - Level III    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Derivative assets (liabilities), at fair value, net   $ 0
XML 117 R50.htm IDEA: XBRL DOCUMENT v3.20.1
Leases and Commitments (Tables)
12 Months Ended
Dec. 31, 2019
Leases [Abstract]  
Lease Expense
Lease expenses for the year ended December 31, 2019 and December 31, 2018, respectively, were as follows (in thousands):
 
 
2019
 
2018
 
Operating leases
 
$
10,550

 
$
17,024

 
Variable and short-term leases
 
2,848

 

 
Total operating leases
 
$
13,398

 
$
17,024

 
 
 
 
 
 
 
Finance lease interest cost
 
$
1,316

 
$
1,134

 
Finance lease depreciation
 
2,658

 
2,305

 
Total finance leases
 
$
3,974

 
$
3,439

 
 
 
 
 
 
 

Schedule of Future Minimum Rental Payments for Operating Leases
Future minimum operating and capital lease commitments, as of December 31, 2019, are as follows (in thousands):
 
Finance
Leases
 
Operating Leases
2020
$
3,785

 
$
8,063

2021
3,510

 
6,144

2022
2,507

 
3,775

2023
2,452

 
1,419

2024
2,445

 
1,113

Thereafter
25,054

 
1,111

Total future minimum lease payments
39,753

 
21,625

Amounts representing interest
(10,759
)
 
(2,775
)
Present value of minimum lease payments
28,994

 
18,850

Less: current maturities of lease obligations
(2,514
)
 
(6,790
)
Long-term lease obligations
$
26,480

 
$
12,060


Schedule of Future Minimum Lease Payments for Capital Leases
Future minimum operating and capital lease commitments, as of December 31, 2019, are as follows (in thousands):
 
Finance
Leases
 
Operating Leases
2020
$
3,785

 
$
8,063

2021
3,510

 
6,144

2022
2,507

 
3,775

2023
2,452

 
1,419

2024
2,445

 
1,113

Thereafter
25,054

 
1,111

Total future minimum lease payments
39,753

 
21,625

Amounts representing interest
(10,759
)
 
(2,775
)
Present value of minimum lease payments
28,994

 
18,850

Less: current maturities of lease obligations
(2,514
)
 
(6,790
)
Long-term lease obligations
$
26,480

 
$
12,060


Supplemental cash flow amounts for the year ended December 31, 2019 were as follows (in thousands):
Cash Activity: Cash paid in measurement of amounts for lease liabilities
 
December 31, 2019
Operating Leases
 
$
13,456

Financing Leases
 
3,696

Total
 
$
17,152

 
 
 
Non-Cash Activity: Right-of-use assets obtained in exchange for lease obligations
 
December 31, 2019
Operating Leases
 
$
1,554

Financing Leases
 
1,377

Total
 
$
2,931

 
 
 










































Weighted-average remaining lease terms and discount rates for finance and operating leases are as follows as of December 31, 2019:
 
December 31, 2019
Weighted-average remaining lease term - finance leases
14.3 years
Weighted-average remaining lease term - operating leases
3.7 years
Weighted-average discount rate - finance leases
3.92%
Weighted-average discount rate - operating leases
7.77%

Schedule of Cash Flow, Supplemental Disclosures
Supplemental cash flow amounts for the year ended December 31, 2019 were as follows (in thousands):
Cash Activity: Cash paid in measurement of amounts for lease liabilities
 
December 31, 2019
Operating Leases
 
$
13,456

Financing Leases
 
3,696

Total
 
$
17,152

 
 
 
Non-Cash Activity: Right-of-use assets obtained in exchange for lease obligations
 
December 31, 2019
Operating Leases
 
$
1,554

Financing Leases
 
1,377

Total
 
$
2,931

 
 
 










































Weighted-Average Remaining Lease Terms and Discount Rates
Weighted-average remaining lease terms and discount rates for finance and operating leases are as follows as of December 31, 2019:
 
December 31, 2019
Weighted-average remaining lease term - finance leases
14.3 years
Weighted-average remaining lease term - operating leases
3.7 years
Weighted-average discount rate - finance leases
3.92%
Weighted-average discount rate - operating leases
7.77%

XML 118 R134.htm IDEA: XBRL DOCUMENT v3.20.1
Business Segments - (Information by Segment) (Details) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Segment Reporting Information [Line Items]                      
Revenues $ 232,913,000 $ 235,774,000 $ 235,858,000 $ 223,419,000 $ 244,576,000 $ 244,559,000 $ 246,152,000 $ 237,060,000 $ 927,964,000 $ 972,347,000 $ 966,497,000
Charges 8,188,000 $ 1,628,000 1,321,000 692,000 1,816,000 920,000 344,000 $ 401,000 11,829,000 3,481,000 12,274,000
Depreciation and amortization                 15,563,000 15,556,000 14,631,000
Net interest expense (income)                 28,647,000 27,802,000 22,434,000
Operating Income (Loss)                 (10,410,000) (18,294,000) (40,159,000)
Restructuring Charges, Net of Inventory Adjustments                 (11,829,000) (3,481,000) (12,274,000)
Asset write-downs to intangible assets                 (587,000) (583,000) (320,000)
Loss (gain) on Convertible Debt Derivatives     $ (1,470,000) $ 273,000 (7,790,000) $ (4,080,000) $ (21,000)   1,197,000 11,994,000 (3,657,000)
Gain (Loss) on Extinguishment of Debt (5,885,000)               (6,165,000) 0 0
Interest Revenue (Expense), Net                 (28,647,000) (27,802,000) (22,434,000)
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest                 (44,025,000) (34,102,000) (66,250,000)
Assets 852,126,000       885,855,000       852,126,000 885,855,000 1,066,033,000
Long-lived assets 496,249,000       488,445,000       496,249,000 488,445,000 609,119,000
Expenditures for assets                 10,874,000 9,823,000 14,569,000
Europe                      
Segment Reporting Information [Line Items]                      
Revenues                 533,048,000 558,518,000 535,326,000
Charges                 9,579,000 1,773,000 1,975,000
Depreciation and amortization                 7,851,000 8,125,000 7,446,000
Net interest expense (income)                 368,000 225,000 229,000
Operating Income (Loss)                 36,174,000 32,673,000 33,160,000
Assets 602,471,000       611,230,000       602,471,000 611,230,000 646,085,000
Long-lived assets 408,847,000       407,021,000       408,847,000 407,021,000 430,998,000
Expenditures for assets                 6,041,000 5,348,000 5,819,000
North America                      
Segment Reporting Information [Line Items]                      
Revenues                 348,201,000 364,590,000 380,290,000
Charges                 1,617,000 1,359,000 8,889,000
Depreciation and amortization                 6,429,000 6,228,000 5,745,000
Net interest expense (income)                 28,070,000 27,355,000 22,006,000
Operating Income (Loss)                 (7,592,000) (32,506,000) (36,992,000)
Assets 212,733,000       242,341,000       212,733,000 242,341,000 388,021,000
Long-lived assets 79,369,000       77,009,000       79,369,000 77,009,000 173,578,000
Expenditures for assets                 3,679,000 3,648,000 7,755,000
Other Segments                      
Segment Reporting Information [Line Items]                      
Revenues                 46,715,000 49,239,000 50,881,000
Charges                 633,000 349,000 1,410,000
Depreciation and amortization                 1,283,000 1,203,000 1,440,000
Net interest expense (income)                 209,000 222,000 199,000
Operating Income (Loss)                 (26,576,000) (14,397,000) (23,733,000)
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest                 853,000 2,462,000  
Assets 36,922,000       32,284,000       36,922,000 32,284,000 31,927,000
Long-lived assets $ 8,033,000       $ 4,415,000       8,033,000 4,415,000 4,543,000
Expenditures for assets                 1,154,000 827,000 995,000
Operating Segments | Europe                      
Segment Reporting Information [Line Items]                      
Revenues                 533,048,000 558,518,000 535,326,000
Operating Segments | North America                      
Segment Reporting Information [Line Items]                      
Revenues                 348,201,000 364,590,000 380,290,000
Operating Segments | Other Segments                      
Segment Reporting Information [Line Items]                      
Revenues                 46,715,000 49,239,000 50,881,000
Intersegment Eliminations                      
Segment Reporting Information [Line Items]                      
Revenues                 107,945,000 124,465,000 113,926,000
Intersegment Eliminations | Europe                      
Segment Reporting Information [Line Items]                      
Revenues                 14,185,000 15,784,000 13,815,000
Intersegment Eliminations | North America                      
Segment Reporting Information [Line Items]                      
Revenues                 80,727,000 90,944,000 84,799,000
Intersegment Eliminations | Other Segments                      
Segment Reporting Information [Line Items]                      
Revenues                 $ 13,033,000 $ 17,737,000 $ 15,312,000
XML 119 R54.htm IDEA: XBRL DOCUMENT v3.20.1
Capital Stock (Tables)
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Schedule of Capital Stock
Capital stock activity for 2019, 2018 and 2017 consisted of the following (in thousands of shares):
 
Common Stock
Shares
 
Class B
Shares
 
Treasury
Shares
January 1, 2017 Balance
35,318

 
729

 
(3,616
)
Conversion of Class B to Common
723

 
(723
)
 

Exercise of stock options
193

 

 
(4
)
Restricted stock awards
298

 

 
(81
)
December 31, 2017 Balance
36,532

 
6

 
(3,701
)
Exercise of stock options
185

 

 
(50
)
Restricted stock awards
293

 

 
(90
)
December 31, 2018 Balance
37,010

 
6

 
(3,841
)
Restricted and performance stock awards
599

 

 
(112
)
December 31, 2019
37,609

 
6

 
(3,953
)


XML 120 R35.htm IDEA: XBRL DOCUMENT v3.20.1
Contingencies
12 Months Ended
Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]  
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 the product liability lawsuits that the company 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 became 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. 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 take place at the impacted Elyria facilities and (iii) replacement, service and repair of products already in use from the Taylor Street manufacturing facility. Under the terms of the consent decree, in order to resume full operations, the company had to successfully complete independent, third-party expert certification audits at the impacted Elyria facilities, comprising three distinct certification reports separately submitted to, and subject to acceptance by, FDA; submit its own report to the FDA; and successfully complete a reinspection by FDA of the company's Corporate and Taylor Street facilities.
On July 24, 2017, following its June 2017 reinspection of the Corporate and Taylor Street facilities, FDA notified the company that it is in 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 24, 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.
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 business, financial condition, and results of operations.
The limitations previously imposed by the FDA consent decree negatively affected net sales in the North America segment and, to a certain extent, the Asia Pacific region beginning in 2012. The limitations led to delays in new product introductions. Further, uncertainty regarding how long the limitations would be in effect limited the company's ability to renegotiate and bid on certain customer contracts and otherwise led to a decline in customer orders.
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 the North America segment and Asia Pacific region has been considerable, and 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 North America segment have declined 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 and as a result of changes in reimbursement in the U.S. which became effective January 1, 2019.














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.
Any of the above contingencies could have an adverse impact on the company's financial condition or results of operations.
XML 121 R31.htm IDEA: XBRL DOCUMENT v3.20.1
Concentration Of Credit Risk
12 Months Ended
Dec. 31, 2019
Risks and Uncertainties [Abstract]  
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 $2,355,000 at December 31, 2019 to DLL for events of default under the contracts, which total $9,008,000 at December 31, 2019. Guarantees, ASC 460, requires the company to record a guarantee liability as it relates to the limited recourse obligation. As such, the company has recorded a liability of $41,000 for this guarantee obligation within accrued expenses. The company's recourse is re-evaluated by DLL biannually, 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-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. 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.

The company's top 10 customers accounted for approximately 19.1% of 2019 net sales. The loss of business of one or more of these customers may have a significant impact on the company, although no single customer accounted for more than 5.2% of the company's 2019 net sales. Providers who are part of a buying group generally make individual purchasing decisions and are invoiced directly by the company.
EXCEL 122 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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end XML 123 R39.htm IDEA: XBRL DOCUMENT v3.20.1
Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Nature of Operations
Nature of Operations: Invacare Corporation is a leading manufacturer and distributor of medical equipment used in the home based upon the company's distribution channels, breadth of product line and 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 continuing care markets.
Principles of Consolidation
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 December 31, 2019 and the results of its operations and changes in its cash flow for the years ended December 31, 2019, 2018 and 2017, respectively. Certain foreign subsidiaries, represented by the European segment, are consolidated using a November 30 fiscal year 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.
Use of Estimates
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.
Cash and Cash Equivalents, Policy Cash and Cash Equivalents: The company's policy is to treat investments that are readily convertible to cash and with maturities so near that there is little risk of changes in value due to changes in interest rates as cash and cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value.
Accounts Receivables
Accounts Receivable: The company records accounts receivable when control of the product or service transfers to its unaffiliated customers, risk of loss is passed and title is transferred. The estimated allowance for uncollectible amounts is based primarily on management's evaluation of the financial condition of specific 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 legal remedies are exhausted.

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 principal 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.
Inventories Inventories: Inventories are stated at the lower of cost or net realizable value with cost determined by the first-in, first-out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Finished goods and work in process inventories include material, labor and manufacturing overhead costs. Inventories have been reduced by an allowance for excess and obsolete inventories. The estimated allowance is based on management's review of inventories on hand compared to estimated future usage and sales.
Property and Equipment
Property and Equipment: Property and equipment are stated based on cost. The company principally uses the straight-line method of depreciation for financial reporting purposes based on annual rates sufficient to amortize the cost of the assets over their estimated useful lives. Machinery and equipment as well as furniture and fixtures are generally depreciated using lives of 3 to 10 years, while buildings and improvements are depreciated using lives of 5 to 40 years. Accelerated methods of depreciation are used for federal income tax purposes. Expenditures for maintenance and repairs are charged to expense as incurred. Amortization of assets under capital leases is included in depreciation expense.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An asset would be considered impaired when the future net undiscounted cash flows generated by the asset are less than its carrying value. An impairment loss would be recognized based on the amount by which the carrying value of the asset exceeds its fair value.
Goodwill and Other Intangibles
Goodwill and Other Intangibles: In accordance with Intangibles—Goodwill and Other, ASC 350, goodwill and indefinite lived intangibles are subject to annual impairment testing. For purposes of the goodwill impairment test, the fair value of each reporting unit is estimated using an income approach by forecasting cash flows and discounting those cash flows using appropriate discount rates as well as considering market and cost approaches as appropriate. The fair values are then compared to the carrying value of the net assets of each reporting unit. Intangibles assets are also
reviewed for impairment by estimating forecasted cash flows and discounting those cash flows as needed to calculate impairment amounts. During 2019 and 2018, the company recognized an intangible impairment charge of $587,000 and $583,000 respectively, related to an indefinite-lived trademark recorded in the Institutional Products Group reporting unit.

Accrued Warranty Cost
Accrued Warranty Cost: Generally, the company's products are covered by assurance-type warranties 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 accrual 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 necessitate 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.
Product Liability Cost
Product Liability Cost: The company is self-insured in North America for product liability exposures through its captive insurance company, Invatection Insurance Company, which currently has a policy year that runs from September 1 to August 31 and insures annual policy losses up to $10,000,000 per occurrence and $13,000,000 in the aggregate. The company also has additional layers of external insurance coverage, related to all lines of insurance coverage, insuring up to $75,000,000 in aggregate losses per policy year arising from individual claims anywhere in the world that exceed the captive insurance company policy limits or the limits of the company's per country foreign liability limits, as applicable. 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 other indicators. Additional reserves, in excess of the specific individual case reserves, are provided for incurred but not reported claims based upon actuarial valuations at the time such valuations are conducted. Historical claims experience and other assumptions are taken into consideration by the company in estimating the ultimate reserves. For example, the actuarial analysis assumes that historical loss experience is an indicator of future experience, that 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 awards and settlements on claims. While actuarial analysis is used to help determine adequate reserves, the company is responsible for the determination and recording of adequate reserves in accordance with accepted loss reserving standards and practices.
Revenue Recognition
Revenue Recognition: 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.

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.
Research and Development Research and Development: Research and development costs are expensed as incurred and included in cost of products sold. The company's annual expenditures for product development and engineering were approximately $15,836,000, $17,377,000 and $17,796,000 for 2019, 2018 and 2017, respectively.
Advertising
Advertising: Advertising costs are expensed as incurred and included in selling, general and administrative expenses. Advertising expenses amounted to $7,871,000, and $10,109,000 $10,463,000 for 2019, 2018 and 2017, respectively, the majority of which is incurred for advertising in the United States and Europe.

Income Taxes
Income Taxes: The company uses the liability method in measuring the provision for income taxes and recognizing deferred tax assets and liabilities on the balance sheet. The liability method requires that deferred income taxes reflect the tax consequences of currently enacted rates for differences between the tax and financial reporting bases of assets and liabilities.

Value Added Taxes, Policy
Value Added Taxes: The company operates internationally and is required to comply with value added tax (VAT) or goods and service tax (GST) regulations, particularly in Europe and Asia Pacific. VAT and GST are taxes on consumption in which the company pays tax on its purchases of goods and services and charges customers on the sale of product. The difference between billings to customers and payments on purchases is then remitted or received from the government as filings are due. The company records tax assets and liabilities related to these taxes and the balances in these accounts can vary significantly from period to period based on the timing of the underlying transactions.
Derivative Instruments
Derivative Instruments: Derivatives and Hedging, 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.

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.

In 2016, the company issued $150,000,000 aggregate principal amount of 5.00% Convertible Senior Notes due 2021 and, in the second quarter of 2017, issued $120,000,000 aggregate principal amount of 4.50% Convertible Senior Notes due 2022 (the “notes”). In connection with the offering of the notes, the company entered into privately negotiated convertible note hedge transactions with certain financial institutions (the “option counterparties”). The convertible debt conversion liabilities and the convertible note hedges were accounted for as derivatives that were fair valued quarterly until the company obtained shareholder approval on May 16, 2019 to settle its convertible debt using cash or shares, which resulted in no longer accounting for the conversion liabilities and note hedges as derivatives. The fair value of the convertible debt conversion liabilities and the convertible note hedge assets were estimated using a lattice model incorporating the terms and conditions of the notes and considering, for example, changes in the prices of the company's common stock, company stock price volatility, risk-free rates and changes in market rates. The valuations were, among other things, subject to changes in both the company's credit worthiness and the counter-parties to the instruments as well as change in general market conditions. The change in the fair value of the convertible note hedges and convertible debt conversion liabilities were recognized in net income (loss) for the respective period.
Foreign Currency Translation
Foreign Currency Translation: The functional currency of the company's subsidiaries outside the United States is the applicable local currency. The assets and liabilities of the company's foreign subsidiaries are translated into U.S. dollars at year-end exchange rates. Revenues and expenses are translated at monthly average exchange rates. Gains and losses resulting from translation of balance sheet items are included in accumulated other comprehensive earnings.
Net Earnings Per Share
Net Earnings Per Share: Basic earnings per share are computed based on the weighted-average number of Common Shares and Class B Common Shares outstanding during the year. Diluted earnings per share are computed based on the weighted-average number of Common Shares and Class B Common Shares outstanding plus the effects of
dilutive stock options and awards outstanding during the year. For periods in which there was a net loss, loss per share assuming dilution utilized weighted average shares-basic.
Defined Benefit Plans
Defined Benefit Plans: The company's benefit plans are accounted for in accordance with Compensation-Retirement Benefits, ASC 715 which requires plan sponsors to recognize the funded status of their defined benefit postretirement benefit plans in the consolidated balance sheet, measure the fair value of plan assets and benefit obligations as of the balance sheet date and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.
Reclassifications
Reclassifications: Finance lease assets and related long-term liabilities have been reclassified from Property and Equipment, net and Long-Term Debt, respectively, to Finance lease assets, net and Long-term Obligations - Financing Leases, respectively, in the Consolidated Balance sheet as of December 31, 2018 to conform with the presentation for 2019.

In the first quarter of 2019, the company reassessed the alignment of its reporting segments and combined the former North America/Home Medical Equipment (NA/HME) and Institutional Products Group (IPG) segments into a single operating segment, referred to as North America. This change better reflects how the company manages, allocates resources and assesses performance of the businesses contained in the North America Segment. Additionally, the company reassessed the activity of the businesses in it former Asia Pacific segment and began reporting the Asia Pacific businesses as part of All Other segment, since those businesses, individually and collectively, are not large enough relative to the company's overall business to merit disclosure as a separate reporting segment. The company believes that these changes provide improved transparency of the company's business results to its shareholders, and are better aligned with how the company manages its businesses. Segment results for 2018 have been reclassified to reflect the realignment of the company's reporting segments and be comparable to the segment results for 2019.

Recent Accounting Pronouncements
Recent Accounting Pronouncements (Already 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 was effective for fiscal periods beginning after December 15, 2018 and early adoption was permitted. The company adopted ASU 2016-02, effective on January 1, 2019, using the optional transitional method in which periods prior to 2019 were not restated. The company elected to apply the package of practical expedients in which lease identification, classification and treatment of initial direct costs was retained, and recognized right of use lease assets and liabilities for all leases with a lease term of greater than a
year. The company completed an assessment of its systems, data and processes related to implementing the standard and completed its information system design and solution development as well as the development of related internal controls. As a result of adoption of this standard, the company recorded $23,420,000 in operating lease right of use assets offset by lease liabilities on the company's consolidated balance sheets. The standard did not have a material impact on the company's results of operations or cash flows.
In February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income,” which allows reclassification of certain tax effects created as a result of changing methodologies, laws and tax rates legislated in the Tax Cuts and Jobs Act of 2017 (the Act). This new standard allows for stranded income tax effects resulting from the Act to be reclassified into retained earnings to allow for their tax effect to reflect the appropriate tax rate.  Due to the full valuation allowance on our U.S. net deferred tax assets, a reclassification of stranded tax effects to retained earnings was not required.
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.

In May 2014, the FASB issued ASU 2014-09, "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 existing 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.

Effective January 1, 2018, the company adopted the new accounting standard, and all the related amendments, on a modified retrospective basis, with no cumulative effect adjustment to equity needed. Upon adoption, the standard did not have a material impact on the company's results of
operations or cash flows nor does the 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 prior revenue recognition model and the prior accounting for the vast majority of the company's contracts. While the company does have a minor amount of service business for which revenue is recognized over time as compared to a point in time, the company's process to estimate the amount of revenue to be recognized did not change as a result of the implementation of the new standard.
New Accounting Pronouncements Not yet Adopted
Recent Accounting Pronouncements (Not Yet Adopted): 
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 could early adopt the amendments as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The company has established procedures and controls to implement the new standard and anticipates the adoption of ASU 2016-13 will not have a material impact 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.

XML 124 R12.htm IDEA: XBRL DOCUMENT v3.20.1
Inventories
12 Months Ended
Dec. 31, 2019
Inventory Disclosure [Abstract]  
Inventories
Inventories

Inventories as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Finished goods
$
54,064

 
$
62,766

Raw materials
54,638

 
55,120

Work in process
11,798

 
10,237

Inventories, net
$
120,500

 
$
128,123


XML 125 R16.htm IDEA: XBRL DOCUMENT v3.20.1
Lease Assets (Notes)
12 Months Ended
Dec. 31, 2019
Lease Assets [Abstract]  
Lease Assets [Text Block]
Lease Assets

In the first quarter of 2019, the company recorded operating lease assets as a result of the adoption of ASU 2016-02. The company's operating lease assets, and financing lease asset, have been separately disclosed on the Consolidate Balance Sheets. Finance lease assets have been reclassified from Property and Equipment, net to Finance Lease Assets in the Consolidated Balance Sheets as of December 31, 2018 to conform with the presentation for 2019.
XML 126 R28.htm IDEA: XBRL DOCUMENT v3.20.1
Charges Related To Restructuring Activities
12 Months Ended
Dec. 31, 2019
Restructuring and Related Activities [Abstract]  
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 each of the segments. In addition, as a result of the company's transformation strategy, additional restructuring actions were implemented in 2017 and have continued into 2019.

Charges for the year ended December 31, 2017 totaled $12,274,000 which were related to North America ($8,889,000), Europe ($1,975,000) and All Other ($1,410,000). In North America, costs were incurred related to severance ($8,162,000) and lease termination costs ($727,000). The European charges were incurred related to severance ($1,753,000) and lease termination costs ($222,000). The European and All Other charges were for severance costs. Payments for the year ended December 31, 2017 were $10,438,000 and the cash payments were funded with company's cash on hand. The 2017 charges have been paid out.

Charges for the year ended December 31, 2018 totaled $3,481,000 which were related to North America ($1,359,000), Europe ($1,773,000) and All Other
($349,000). In North America, costs were incurred related to severance ($1,471,000) and lease termination reversals were recognized ($112,000). The European and All Other charges were incurred related to severance costs. Payments for the year ended December 31, 2018 were $5,804,000 and the cash payments were funded with company's cash on hand. Most of the 2018 charges have been paid out.

Charges for the year ended December 31, 2019 totaled $11,829,000 which were related to North America ($1,617,000), Europe ($9,579,000) and All Other ($633,000). In North America, costs were incurred related to severance ($1,573,000) and lease termination costs ($44,000). The European charges were incurred related to severance ($9,356,000) and lease termination costs ($223,000) while All Other charges were related to severance. The majority of the 2019 charges are expected to be paid out within twelve months.

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. To date, the company's liquidity has not been materially impacted.

A progression by reporting segment of the accruals recorded as a result of the restructuring is as follows (in thousands):
 
Severance
 
Contract Terminations
 
Total
January 1, 2017 Balance
 
 
 
 
 
North America
$
783

 
$
120

 
$
903

All Other
1,266

 

 
1,266

Total
2,049

 
120

 
2,169

Charges
 
 
 
 
 
North America
8,162

 
727

 
8,889

Europe
1,753

 
222

 
1,975

All Other
1,410

 

 
1,410

Total
11,325

 
949

 
12,274

Payments
 
 
 
 
 
North America
(6,506
)
 
(680
)
 
(7,186
)
Europe
(1,504
)
 
(88
)
 
(1,592
)
All Other
(1,660
)
 

 
(1,660
)
Total
$
(9,670
)
 
$
(768
)
 
$
(10,438
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Severance
 
Contract Terminations
 
Total
December 31, 2017 Balance
 
 
 
 
 
North America
$
2,439

 
$
167

 
$
2,606

Europe
249

 
134

 
383

All Other
1,016

 

 
1,016

Total
3,704

 
301

 
4,005

Charges
 
 
 
 
 
North America
1,471

 
(112
)
 
1,359

Europe
1,773

 

 
1,773

All Other
349

 

 
349

Total
3,593

 
(112
)
 
3,481

Payments
 
 
 
 
 
North America
(3,254
)
 
(30
)
 
(3,284
)
Europe
(1,841
)
 
(134
)
 
(1,975
)
All Other
(545
)
 

 
(545
)
Total
(5,640
)
 
(164
)
 
(5,804
)
December 31, 2018 Balance
 
 
 
 
 
North America
656

 
25

 
681

Europe
181

 

 
181

All Other
820

 

 
820

Total
1,657

 
25

 
1,682

Charges
 
 
 
 
 
North America
1,573

 
44

 
1,617

Europe
9,356

 
223

 
9,579

All Other
633

 

 
633

Total
11,562

 
267

 
11,829

Payments
 
 
 
 
 
North America
(2,018
)
 
(69
)
 
(2,087
)
Europe
(3,131
)
 
(219
)
 
(3,350
)
All Other
(1,047
)
 

 
(1,047
)
Total
(6,196
)
 
(288
)
 
(6,484
)
December 31, 2019 Balance
 
 
 
 
 
North America
211

 

 
211

Europe
6,406

 
4

 
6,410

All Other
406

 


406

Total
$
7,023

 
$
4

 
$
7,027

 
 
 
 
 
 

XML 127 R20.htm IDEA: XBRL DOCUMENT v3.20.1
Long-Term Debt
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Long-Term Debt
Long-Term Debt

Debt as of December 31, 2019 and 2018 consisted of the following (in thousands):
 
2019
 
2018
Convertible senior notes at 5.00%, due in February 2021
$
56,628

 
$
130,260

Convertible senior notes at 4.50%, due in June 2022
101,815

 
95,473

Convertible senior notes at 5.00%, due in November 2024
60,817

 

Other obligations
262

 

 
219,522

 
225,733

Less current maturities of long-term debt
(58
)
 

Long-Term Debt
$
219,464

 
$
225,733



The company had outstanding letters of credit of $8,827,000 and $3,123,000 as of December 31, 2019 and 2018, respectively. There were no borrowings denominated in foreign currencies as of December 31, 2019 or December 31, 2018. For 2019 and 2018, the weighted average interest rate on all borrowings, excluding capital leases, was 4.78% and 4.78%, respectively.

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 December 31, 2019, debt fees yet to be amortized through January 2021 totaled $809,000.

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, 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) $146,000 as of December 31, 2019 (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 December 31, 2019, 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 $22,603,000, considering the minimum availability reserve, then-outstanding letters of credit, other reserves and the $6,750,000 dominion trigger amount described below. Borrowings under the U.S. and Canadian Credit Facility are secured by substantially all 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 $6,750,000 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 for 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. There were no borrowings outstanding under the U.S. and Canadian Credit Facility at December 31, 2019.

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 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 December 31, 2019, the aggregate borrowing availability to the European Borrowers under the European Credit Facility was approximately $11,913,000, considering the $3,000,000 minimum availability reserve and a $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 overnight 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 will be adjusted quarterly based on utilization. Borrowings under the European Credit Facility are subject to commitment fees of between 0.25% and 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 compose the European Credit Facility) are cross collateralized, and the U.S. 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, 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 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. There were no borrowings outstanding under the European Credit Facility at December 31, 2019.
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 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 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. Prior to May 16, 2019, the 2021 notes were convertible, subject to certain conditions, into cash only. On May 16, 2019, the company obtained shareholder approval under applicable New York Stock Exchange rules such that conversion of 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. At December 31, 2019, $61,091,000 aggregate principal amount of the 2021 Notes remained outstanding, following the repurchase and exchange transactions completed in 2019, as further discussed below.
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. On or after August 15, 2020 until the close of business on the second scheduled trading day immediately preceding the maturity of the 2021 Notes, holders may convert their 2021 Notes, at the option of the holder, regardless of the foregoing circumstances.
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). Until the company received shareholder approval on May 16, 2019 authorizing it to elect to settle future conversions of the 2021 Notes in common shares, the company separately accounted for the conversion features as a derivative. The derivative was capitalized on the balance sheet as a long-term liability with adjustment to reflect fair value each quarter until the change to the conversion features as a result of the shareholder approval received on May 16, 2019 resulted in the termination of the derivative. 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 December 31, 2019 was $0 compared to $1,458,000 as of December 31, 2018. The company recognized a loss of $2,210,000 in 2019 compared to a gain of $51,696,000 in 2018 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 adjusted to reflect fair value each quarter until no longer accounted for separately as a result of obtaining shareholder approval in May 2019 to settle the Notes with common shares. The fair value of the convertible note hedge assets at issuance was $27,975,000. The fair value of the convertible note hedge asset at December 31, 2019 was $0 compared to $1,028,000 as of December 31, 2018. The company recognized a gain of $2,852,000 in 2019 compared to a loss of $45,887,000 in 2018 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 met 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, which were paid in 2016. These debt issuance costs were capitalized and are being amortized as interest expense through February 2021 unless required to be expensed earlier. 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.
During the third quarter of 2019, the company used an aggregate of $14,708,000 in cash to repurchase a total amount of $16,000,000 in principal amount of 2021 Notes. After recognizing expenses on unamortized fees and discounts associated with the repurchased 2021 Notes, the repurchases resulted in a net reduction of debt of $14,367,000 and a net loss on the repurchases of $280,000.
During the fourth quarter of 2019, the company entered into separate privately negotiated agreements with certain holders of its 2021 Notes to exchange $72,909,000 in aggregate principal amount of 2021 Notes (the “Exchange Transactions”) for aggregate consideration of $72,909,000 in aggregate principal amount of new 5.00% Convertible Senior Exchange Notes due 2024 (the “2024 Notes”) of the company and $6,928,000 in cash. See "Convertible senior notes due 2024" below for more information. As a result of the exchange transaction in the fourth quarter of 2019 and the repurchase of $16,000,000 in principal amount of 2021 Notes in the third quarter of 2019, a partial unwind of the note hedge options and warrants entered into with the issuance of the 2021 Notes also occurred during the fourth quarter of 2019. Note hedge options outstanding were reduced from the original number of 300,000 to 138,182 and warrants were reduced from the initial number of 9,007,380 to 3,860,624. The partial unwind of the note hedge options and warrants resulted in no net impact to cash or paid in capital.
The liability components of the 2021 notes consist of the following (in thousands):
 
December 31, 2019
 
December 31, 2018
Principal amount of liability component
$
61,091

 
$
150,000

Unamortized discount
(3,916
)
 
(17,193
)
Debt fees
(547
)
 
(2,547
)
Net carrying amount of liability component
$
56,628

 
$
130,260



The unamortized discount of $3,916,000 is to be amortized through February 2021. The effective interest rate on the liability component was 11.1%. Non-cash interest expense of $6,672,000 and $6,706,000 was recognized in 2019 and 2018, respectively, in comparison to actual interest expense accrued of $6,803,000 and $7,500,000 in 2019 and 2018, respectively, based on the stated coupon rate of 5.0%. The 2021 notes were not convertible as of December 31, 2019 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. Prior to May 16, 2019, the 2022 notes were convertible, subject to certain conditions, into cash only. On May 16, 2019, the company obtained shareholder approval under applicable New York Stock Exchange rules such that conversion of 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.

Holders of the 2022 notes may 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 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 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 applicable conversion rate for the 2022 notes on each such trading day; or (3) upon the occurrence of specified corporate events described in the Indenture. On or after December 1, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity of the 2022 Notes, holders may convert their 2022 Notes, at the option of the holder, regardless of the foregoing circumstances.

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). Until the company received shareholder approval on May 16, 2019 authorizing it to elect to settle future conversions of the 2022 Notes in common shares, the company separately accounted for the conversion features as a derivative. The derivative was capitalized on the balance sheet as a long-term liability with adjustment to reflect fair
value each quarter until the change to the conversion features as a result of the shareholder approval received on May 16, 2019 resulted in the termination of the derivative. 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 December 31, 2019 was $0 compared to $2,611,000 at December 31, 2018. The company recognized a loss of $6,193,000 in 2019 compared to a gain of $50,803,000 in 2018 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 December 31, 2019 was $0 compared to $2,062,000 at December 31, 2018. The company recognized a gain of $6,748,000 in 2019 compared to a loss of $44,618,000 in 2018 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 $115,289,000, after deducting fees and offering expenses of $4,711,000, which were paid in 2017.
These debt issuance costs were capitalized and are being amortized as interest expense through June 2022. 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.

The liability components of the 2022 notes consist of the following (in thousands):
 
December 31, 2019
 
December 31, 2018
Principal amount of liability component
$
120,000

 
$
120,000

Unamortized discount
(16,027
)
 
(21,476
)
Debt fees
(2,158
)
 
(3,051
)
Net carrying amount of liability component
$
101,815

 
$
95,473



The unamortized discount of $16,027,000 is to be amortized through June 2022. The effective interest rate on the liability component was 10.9%. Non-cash interest expense of $5,448,000 and $4,902,000 was recognized in 2019 and 2018, respectively, in comparison to actual interest expense accrued of $5,400,000 and $5,400,000 for the same periods, based on the stated coupon rate of 4.5%. The 2022 notes were not convertible as of December 31, 2019 nor was the applicable conversion threshold met.
Convertible senior notes due 2024
During the fourth quarter of 2019, the company entered into separate privately negotiated agreements with certain holders of its 2021 Notes to exchange $72,909,000 in aggregate principal amount of 2021 Notes (the “Exchange Transactions”) for aggregate consideration of $72,909,000 in aggregate principal amount of new 5.00% Convertible Senior Exchange Notes due 2024 (the “2024 Notes”) of the company and $6,928,000 in cash.
The notes bear interest at a rate of 5.00% per year payable semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2020. The notes will mature on November 15, 2024, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to May 15, 2024, the 2024 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. The 2024 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.
Prior to the maturity of the 2024 Notes, the company may, at its election, redeem for cash all or part of the 2024 Notes if the last reported sale price of the company’s common shares equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the company provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (subject to certain limited exceptions). No sinking fund is provided for the 2024 Notes, which means the company is not required to redeem or retire the 2024 Notes periodically.
Holders of the 2024 notes may convert their 2024 notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2024 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending December 31, 2016 (and only during such calendar 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 the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2024 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 2024 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 2024 notes on each such trading day; (3) upon the occurrence of specified corporate events described in the Indenture; or (4) if the company calls the 2024 Notes for redemption pursuant to the terms of the Indenture. Holders of the 2024 notes will have the right to require the company to repurchase all or some of their 2024 notes at 100% of their principal, plus any accrued and unpaid interest, upon the occurrence of certain fundamental changes. The initial conversion rate is 67.6819 common shares per $1,000 principal amount of 2024 notes (equivalent to an initial conversion price of approximately $14.78 per common share). On or after May 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity of the 2024 Notes, holders may convert their 2024 Notes, at the option of the holder, regardless of the foregoing circumstances.

A loss of $5,885,000 was recorded a part of the exchange transaction, which included the write-off of fees related to the portion of the 2021 note exchanged. Debt issuance costs of $1,394,000 were capitalized and are being amortized as interest expense through November 15. 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. The liability components of the 2024 notes consist of the following (in thousands):
 
December 31, 2019
 
Principal amount of liability component
$
72,909

 
Unamortized discount
(10,733
)
 
Debt fees
(1,359
)
 
Net carrying amount of liability component
$
60,817

 


The unamortized discount of $10,733,000 is to be amortized through November 15, 2024. The effective interest rate on the liability component was 8.77%. Non-cash interest expense of $205,000 was recognized in 2019 in comparison to actual interest expense accrued of $456,000 in 2019 based on the stated coupon rate of 5.0%. The 2024 notes were not convertible as of December 31, 2019 nor was the applicable conversion threshold met.

The aggregate minimum maturities of long-term debt for each of the next five years are as follows: $4,825,000 in 2020, $66,802,000 in 2021, $124,654,000 in 2022, $4,500,000 in 2023, and $77,311,000 in 2024. Interest paid on all borrowings was $15,042,000, $14,526,000 and $11,955,000 in 2019, 2018 and 2017, respectively.
XML 128 R24.htm IDEA: XBRL DOCUMENT v3.20.1
Revenues (Notes)
12 Months Ended
Dec. 31, 2019
Revenue Recognition [Abstract]  
Revenue Disclosure
Revenue

The company has two revenue streams: product and services. Services include repair, refurbishment, preventive maintenance and rental of product. Services for the North America (N.A.) segment include maintenance and repair of product. Services for the Europe segment include repair, refurbishment and preventive maintenance services. Services in All other, are in the Asia Pacific region, and include rental and repair of product.

The following tables disaggregate the company's revenues by major source and by reportable segment for the year ended December 31, 2019 and December 31, 2018 (in thousands):
 
 
2019
 
 
Product
 
Service
 
Total
Europe
 
$
519,160

 
$
13,888

 
$
533,048

N.A.
 
346,642

 
1,559

 
348,201

Other
 
41,852

 
4,863

 
46,715

Total
 
$
907,654

 
$
20,310

 
$
927,964

% Split
 
98%
 
2%
 
100%
 
 
2018
 
 
Product
 
Service
 
Total
Europe
 
$
544,517

 
$
14,001

 
$
558,518

N.A.
 
362,431

 
2,159

 
364,590

Other
 
44,393

 
4,846

 
49,239

Total
 
$
951,341

 
$
21,006

 
$
972,347

% 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 (31%), large national customers (26%), governments, principally pursuant to tender contracts (20%) and other customers including buying groups and independent customers (23%).

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 December 31, 2019 and December 31, 2018, the company had deferred revenue of $3,173,000 and $2,416,000, respectively, related to outstanding performance obligations.
XML 129 R62.htm IDEA: XBRL DOCUMENT v3.20.1
Interim Financial Information (Tables)
12 Months Ended
Dec. 31, 2019
Quarterly Financial Information Disclosure [Abstract]  
Schedule of Quarterly Financial Information
(In thousands, except per share data - unaudited)
QUARTER ENDED
2019
March 31,
 
June 30,
 
September 30,
 
December 31,
Net sales
$
223,419

 
$
235,858

 
$
235,774

 
$
232,913

Gross profit
61,455

 
65,066

 
67,585

 
67,961

Loss before income taxes
(11,936
)
 
(10,642
)
 
(4,741
)
 
(16,706
)
Net loss
(13,886
)
 
(12,717
)
 
(8,041
)
 
(18,683
)
Net loss per share—basic
(0.42
)
 
(0.38
)
 
(0.24
)
 
(0.56
)
Net loss per share—assuming dilution *
(0.42
)
 
(0.38
)
 
(0.24
)
 
(0.56
)
 
 
 
 
 
 
 
 
2018
March 31,
 
June 30,
 
September 30,
 
December 31,
Net sales
$
237,060

 
$
246,152

 
$
244,559

 
$
244,576

Gross profit
66,517

 
67,346

 
65,589

 
68,224

Loss from before income taxes
(11,758
)
 
(13,568
)
 
(8,226
)
 
(550
)
Net loss
(14,108
)
 
(16,543
)
 
(12,026
)
 
(1,245
)
Net loss per share—basic
(0.43
)
 
(0.50
)
 
(0.36
)
 
(0.04
)
Net loss per share—assuming dilution *
(0.43
)
 
(0.50
)
 
(0.36
)
 
(0.04
)

________________________
* Net earnings (loss) per share assuming dilution calculated utilizing weighted average shares outstanding - basic in periods in which there is a net loss.
XML 130 R102.htm IDEA: XBRL DOCUMENT v3.20.1
Equity Compensation - Share-based Compensation Expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Stock-based compensation expense $ 4,051 $ 777 $ 1,834
Selling, general and administrative expense      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Stock-based compensation expense 11,110 5,283 7,347
Selling, general and administrative expense | Non-qualified stock options      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Stock-based compensation expense 1,939 201 865
Selling, general and administrative expense | Restricted stock and restricted stock units      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Stock-based compensation expense 4,772 4,305 4,648
Selling, general and administrative expense | Performance shares and performance share units      
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]      
Stock-based compensation expense $ 4,399 $ 777 $ 1,834
XML 131 R92.htm IDEA: XBRL DOCUMENT v3.20.1
Other Long-Term Obligations Long Term Debt (Details) - Convertible Subordinated Debt - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2016
Convertible Senior Notes at 5.00% February 2021      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount $ 61,091,000 $ 150,000,000 $ 150,000,000
Interest rate (as a percent) 5.00%   5.00%
Convertible Senior Notes at 4.50% February 2022      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount $ 120,000,000 $ 120,000,000  
Interest rate (as a percent) 4.50%    
XML 132 R96.htm IDEA: XBRL DOCUMENT v3.20.1
Leases and Commitments - Sale Leaseback Transactions (Details) - USD ($)
12 Months Ended
Apr. 23, 2015
Dec. 31, 2019
Dec. 31, 2018
Sale Leaseback Transaction [Line Items]      
Sale Leaseback Transaction, Net Proceeds, Investing Activities   $ 23,000,000  
Sale Leaseback Transaction, Annual Rental Payments   $ 2,275,000  
Sale Leaseback Transaction, Lease Term   20 years  
Sale Leaseback Transaction, Lease Terms   Each of the four lease agreements contains three 10-year renewals with the rent for each option term based on the greater of the then-current fair market rent for each property or the then- current rate and increasing annually by the applicable CPI. Under the terms of the lease agreements, the company is responsible for all taxes, insurance and utilities. The company is permitted to sublet the properties; however, the properties are currently being utilized exclusively by the company and there is no current subletting. The company is required to adequately maintain each of the properties and any leasehold improvements will be amortized over the lesser of the lives of the improvements or the remaining lease lives, consistent with any other company leases.  
Deferred gain on sale leaseback $ 7,414,000 $ 5,819,000 $ 6,124,000
Sale Leaseback Transaction, Immediate Loss Recognized 257,000    
Capital Lease Obligations $ 32,339,000    
XML 133 R66.htm IDEA: XBRL DOCUMENT v3.20.1
Accounting Policies - Additional Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Accounting Policies [Abstract]      
Research and development expense $ 15,836,000 $ 17,377,000 $ 17,796,000
Advertising expense $ 7,871,000 $ 10,109,000 $ 10,463,000
XML 134 R106.htm IDEA: XBRL DOCUMENT v3.20.1
Equity Compensation - Assumptions (Details)
12 Months Ended
Dec. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Expected dividend yield 0.40%
Expected stock price volatility 39.10%
Risk free interest rate 2.31%
Expected life in years 7 years 9 months 18 days
Forfeiture percentage 5.00%
XML 135 R45.htm IDEA: XBRL DOCUMENT v3.20.1
Goodwill (Tables)
12 Months Ended
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The carrying amount of goodwill by reporting unit is as follows (in thousands):
 
Institutional
Products Group
 
Europe
 
Consolidated
Balance at December 31, 2017
$
28,730

 
$
372,553

 
$
401,283

Foreign currency translation adjustments
(1,353
)
 
(18,657
)
 
(20,010
)
Balance at December 31, 2018
27,377

 
353,896

 
381,273

Foreign currency translation adjustments
785

 
(8,655
)
 
(7,870
)
Balance at December 31, 2019
$
28,162

 
$
345,241

 
$
373,403



XML 136 R125.htm IDEA: XBRL DOCUMENT v3.20.1
Derivatives - Notional Amounts - Not Designated as Hedges (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Not Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative $ 47,400,000 $ 25,318,000  
Gain (Loss) (78,000) 219,000  
Foreign exchange forward      
Derivative [Line Items]      
Gain (Loss) 2,725,000 239,000 $ (840,000)
Foreign exchange forward | Not Designated as Hedging Instrument      
Derivative [Line Items]      
Gain (Loss) (78,000) 219,000  
AUD / USD | Not Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 10,000,000 11,500,000  
Gain (Loss) (94,000) 167,000  
CAD / USD | Not Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 8,000,000 0  
Gain (Loss) (50,000) 0  
EUR / USD | Not Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 10,000,000 0  
Gain (Loss) 104,000 0  
GBP / USD | Not Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 7,000,000 0  
Gain (Loss) 40,000 0  
NZD / USD | Not Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 4,500,000 3,000,000  
Gain (Loss) (101,000) 30,000  
NOK / EUR | Not Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 0 18,000  
Gain (Loss) 0 0  
NZD / AUD | Not Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 7,900,000 10,800,000  
Gain (Loss) $ 23,000 $ 22,000  
XML 137 R41.htm IDEA: XBRL DOCUMENT v3.20.1
Inventories (Tables)
12 Months Ended
Dec. 31, 2019
Inventory Disclosure [Abstract]  
Inventories
Inventories as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Finished goods
$
54,064

 
$
62,766

Raw materials
54,638

 
55,120

Work in process
11,798

 
10,237

Inventories, net
$
120,500

 
$
128,123


XML 138 R121.htm IDEA: XBRL DOCUMENT v3.20.1
Net Earnings (Loss) Per Common Share - Computation of Basic and Diluted Net Earnings Per Common Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Net Earnings (Loss) per Share—Basic:                      
Average common shares outstanding                 33,594 33,124 32,752
Net Loss $ (18,683) $ (8,041) $ (12,717) $ (13,886) $ (1,245) $ (12,026) $ (16,543) $ (14,108) $ (53,327) $ (43,922) $ (76,541)
Net earnings per common share $ (0.56) $ (0.24) $ (0.38) $ (0.42) $ (0.04) $ (0.36) $ (0.50) $ (0.43) $ (1.59) $ (1.33) $ (2.34)
Diluted                      
Average common shares outstanding                 33,594 33,124 32,752
Stock options and awards                 48 419 464
Average common shares assuming dilution                 33,642 33,543 33,216
Net Loss $ (18,683) $ (8,041) $ (12,717) $ (13,886) $ (1,245) $ (12,026) $ (16,543) $ (14,108) $ (53,327) $ (43,922) $ (76,541)
Net Earnings (loss) per Share - Assuming Dilution (in dollars per share) $ (0.56) $ (0.24) $ (0.38) $ (0.42) $ (0.04) $ (0.36) $ (0.50) $ (0.43) $ (1.59) $ (1.33) $ (2.34)
XML 139 R129.htm IDEA: XBRL DOCUMENT v3.20.1
Derivatives - Fair Value of Convertible Debt Hedges (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Convertible Debt 2021 Conversion Feature, Fair Value $ 0 $ (1,458,000)
Convertible Debt 2022 Conversion Feature, Fair Value 0 (2,611,000)
Convertible 2021 note hedge asset 0 1,028,000
Fair Values Convertible Debt Hedges, Net 0  
Convertible due 2022 - Bond Hedge, Fair Value 0 2,062,000
Fair Values Convertible Debt Hedges, Gain (Loss) 1,197,000 11,994,000
Convertible Senior Notes at 5.00% February 2021 | Convertible Subordinated Debt    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Convertible Debt Conversion Feature Gain (Loss) (2,210,000) 51,696,000
Convertible Debt Note Hedge Gain (Loss) 2,852,000 (45,887,000)
Convertible Senior Notes at 4.50% February 2022 | Convertible Subordinated Debt    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Convertible Debt Conversion Feature Gain (Loss) (6,193,000) 50,803,000
Convertible Debt Note Hedge Gain (Loss) 6,748,000 (44,618,000)
Fair Value, Measurements, Recurring | Convertible Debt 2021 Conversion Feature [Member] | Fair Value, Inputs, Level 2    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Convertible Debt 2021 Conversion Feature, Fair Value 0  
Fair Value, Measurements, Recurring | Convertible Debt 2022 Conversion Feature [Domain] | Fair Value, Inputs, Level 2    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Convertible Debt 2022 Conversion Feature, Fair Value $ 0 $ (2,611,000)
XML 140 R49.htm IDEA: XBRL DOCUMENT v3.20.1
Other Long-Term Obligations (Tables)
12 Months Ended
Dec. 31, 2019
Other Liabilities Disclosure [Abstract]  
Schedule of Other Liabilities, Noncurrent


Other long-term obligations as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Deferred income taxes
$
23,376

 
$
24,681

Product liability
13,414

 
13,865

Pension
7,006

 
6,670

Deferred gain on sale leaseback
5,819

 
6,124

Supplemental Executive Retirement Plan liability
5,433

 
5,250

Deferred compensation
5,354

 
5,577

Uncertain tax obligation including interest
2,612

 
2,140

Advance payment on sale of land & buildings

 
3,524

Convertible 2022 debt conversion liability

 
2,611

Convertible 2021 debt conversion liability

 
1,458

Other
3,935

 
3,065

Other long-term obligations
$
66,949

 
$
74,965



XML 141 R21.htm IDEA: XBRL DOCUMENT v3.20.1
Other Long-Term Obligations
12 Months Ended
Dec. 31, 2019
Other Liabilities Disclosure [Abstract]  
Other Liabilities Disclosure


Other long-term obligations as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Deferred income taxes
$
23,376

 
$
24,681

Product liability
13,414

 
13,865

Pension
7,006

 
6,670

Deferred gain on sale leaseback
5,819

 
6,124

Supplemental Executive Retirement Plan liability
5,433

 
5,250

Deferred compensation
5,354

 
5,577

Uncertain tax obligation including interest
2,612

 
2,140

Advance payment on sale of land & buildings

 
3,524

Convertible 2022 debt conversion liability

 
2,611

Convertible 2021 debt conversion liability

 
1,458

Other
3,935

 
3,065

Other long-term obligations
$
66,949

 
$
74,965



The convertible debt conversion liability amounts included in the above table represent the fair values of the conversion liabilities as of December 31, 2019 and December 31, 2018. On May 16, 2019, the company received shareholder approval authorizing it to elect to settle future conversions of convertible notes in common shares. As a result of the shareholder approval, the conversion liabilities and note hedge assets may no longer be bifurcated and accounted for as separate derivatives and thus they are no longer accounted for by the company as separate obligations. 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 sales leaseback transaction which resulted in the recording of 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 gain realized was $295,000 and $284,000 as of December 31, 2019 and 2018, respectively.














In the third quarter of 2018, the company agreed to sell its Isny, Germany location with a net book value at the signing of the agreement of approximately $2,900,000. In accordance with the agreement, title will not transfer to the buyer until April 2020; however, the company received an advance payment for a portion of the proceeds, originally disclosed above and now reclassed as a short-term obligation in Accrued Expenses. The advance payment is reflected in the investing section of the Consolidated Statement of Cash Flows. The company will continue to record depreciation with respect to the Isny facility until control is transferred and expects to recognize a gain upon closing of the transaction when completed in 2020.
XML 142 R25.htm IDEA: XBRL DOCUMENT v3.20.1
Equity Compensation
12 Months Ended
Dec. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
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 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. When Class B Common Shares are transferred out of a familial relationship, they automatically convert to Common Shares. The Board of Directors suspended further dividends on the Class B Common Shares.

As of December 31, 2019, 6,357 Class B Common Shares remained outstanding. Prior conversions of Class B Common Shares have substantially diminished the significance of the company's dual class voting structure. As of December 31, 2019, the holders of the Common Shares represent approximately 99.9% of the company's total outstanding voting power.

Equity Compensation Plan

On May 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”) and all of the Common Shares that were forfeited or remained unpurchased or undistributed upon termination or expiration of awards under the 2013 Plan and under the Invacare Corporation 2003 Performance Plan (the “2003 Plan”), become available for issuance under the 2018 Plan. Awards granted previously under the 2013 Plan and 2003 Plan will remain in effect under their original terms.
The 2018 Plan uses a fungible share-counting method, under which each Common Share underlying an award of stock options or stock appreciation rights ("SAR") will count against the number of total shares available under the 2018 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 2018 Plan as two shares. Shares underlying awards made under the 2003 Plan or 2013 Plan that are forfeited or remain unpurchased or undistributed upon termination or expiration of the awards
will become available under the 2018 Plan for use in future awards. Any Common Shares that are added back to the 2018 Plan as the result of forfeiture, termination or expiration 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, as applicable. Each Common Share that is added back to the 2018 Plan due to a forfeiture, termination or expiration of an award granted under the 2003 Plan will be added back as one Common Share.
The Compensation and Management Development Committee of the Board (the “Compensation Committee”), in its discretion, may grant an award under the 2018 Plan to any director or employee of the company or an affiliate. As of December 31, 2019, 3,851,945 Common Shares were available for future issuance under the 2018 Plan in connection with the following types of awards with respect to the company's 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 Common Shares authorized for issuance under the 2018 Plan includes an additional 3,000,000 Common Shares that were approved by shareholders at the company’s 2019 annual meeting on May 16, 2019.

At December 31, 2019, an aggregate of 905,263 Common Shares underlie awards which forfeited or expired unexercised under the 2003 and 2013 Plans and thus are available to be transferred under the 2018 Plan.
The 2018 Plan provides that shares granted come from the company's authorized but unissued Common 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. Under these provisions, the company acquired approximately 112,000 treasury shares for $894,000 in 2019, 140,000 shares for $2,427,000 in 2018 and 85,000 shares for $1,276,000 in 2017.










The amounts of equity-based compensation expense recognized as part of SG&A expenses in All Other in business segment reporting were as follows (in thousands):
 
2019
 
2018
 
2017
Non-qualified and performance stock options
$
1,939

 
$
201

 
$
865

Restricted stock / units
4,772

 
4,305

 
4,648

Performance shares / units
4,399

 
777

 
1,834

Total stock-based compensation expense
$
11,110

 
$
5,283

 
$
7,347



As of December 31, 2019, 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):
 
2019
 
2018
 
2017
Non-qualified and performance stock options
$

 
$
1,939

 
$
2,502

Restricted stock and restricted stock units
8,453

 
7,469

 
7,005

Performance shares and performance share units
8,269

 
7,441

 
5,523

Total unrecognized stock-based compensation expense
$
16,722

 
$
16,849

 
$
15,030


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 benefits for share-based compensation were realized during 2019, 2018 and 2017 due to a valuation allowance against deferred tax assets. In accordance with ASC 718, any tax benefits resulting from tax deductions in excess of the compensation expense recognized is classified as a component of financing cash flows.

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 the company's Common Shares on the date of grant. Stock option awards granted in 2017 were performance-based awards which became exercisable based upon achievement of the performance goals established by the Compensation Committee as achieved over a 3-year period ending in 2019 which were 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 following table summarizes information about stock option activity for the three years ended 2019, 2018 and 2017:  
 
2019
 
Weighted
Average
Exercise
Price
 
2018
 
Weighted
Average
Exercise
Price
 
2017
 
Weighted
Average
Exercise
Price
Options outstanding at January 1
1,885,362

 
$
18.78

 
2,631,569

 
$
19.44

 
2,542,732

 
$
21.19

Granted

 

 

 

 
756,420

 
12.15

Exercised

 

 
(184,549
)
 
14.28

 
(193,263
)
 
13.51

Canceled
(444,160
)
 
20.49

 
(561,658
)
 
23.34

 
(474,320
)
 
19.45

Options outstanding at December 31
1,441,202

 
$
18.26

 
1,885,362

 
$
18.78

 
2,631,569

 
$
19.44

Options exercise price range at December 31
$ 12.15 to

 
 
 
$ 12.15 to

 
 
 
$ 12.15 to

 
 
 
$
33.36

 
 
 
$
33.36

 
 
 
$
33.36

 
 
Options exercisable at December 31
910,267

 
 
 
1,354,202

 
 
 
2,029,773

 
 
Shares available for grant at December 31*
3,851,945

 
 
 
3,994,255

 
 
 
2,131,355

 
 
 ________________________
 *
Shares available for grant under the 2018 Plan as of December 31, 2019 reduced by net restricted stock and restricted stock unit and performance share and performance share unit award activity of (510,028) shares and 812,396 shares, respectively.
The following table summarizes information about stock options outstanding at December 31, 2019:
 
Options Outstanding
 
Options Exercisable
Exercise Prices
Number
Outstanding
At 12/31/19
 
Weighted Average
Remaining
Contractual Life (Years)
 
Weighted Average
Exercise Price
 
Number
Exercisable
At 12/31/19
 
Weighted Average
Exercise Price
$ 12.15 – $20.00
792,284

 
5.8
 
$
12.75

 
261,349

 
$
13.98

$ 20.01 – $25.00
306,999

 
1.7
 
24.45

 
306,999

 
24.45

$ 25.01 – $30.00
337,423

 
0.6
 
25.33

 
337,423

 
25.33

$ 30.01 – $33.36
4,496

 
1.4
 
33.36

 
4,496

 
33.36

Total
1,441,202

 
3.7
 
$
18.26

 
910,267

 
$
21.82



The 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. No stock options were issued in 2019 or 2018 and those issued in 2017 were performance-based and vested after the conclusion of the three-year performance period ended 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 outstanding stock options were issued in 2014 or 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 equally in 25% installments in each year. Options granted with graded vesting were accounted for as single options. The fair value of options granted is estimated on the date of grant using the Black-Scholes option-pricing model. The calculated fair value of the 2017 performance option awards was $5.38 based on the following assumptions:
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 yields was based on historical dividends. Expected stock price volatility percentage was calculated at each date of grant based on historical stock prices for a period of time commensurate with the expected life of the option. The assumed expected life and forfeiture percentage were based on the company's historical analysis of option history.

The weighted-average fair value of options granted in 2017 was $5.38. The weighted-average remaining contractual life of options outstanding at December 31, 2019, 2018 and 2017 was 3.7, 3.8 and 3.9 years, respectively. The weighted-average contractual life of options exercisable at December 31, 2019 was 1.6 years. The total intrinsic value of stock awards exercised in 2019, 2018 and 2017 was $0, $755,000 and $350,000, respectively. As of December 31, 2019 and 2018, the intrinsic value of all options outstanding and of all options exercisable was $0 and $0, respectively.

The exercise of stock awards in 2019, 2018 and 2017 resulted in cash received by the company totaling $0, $2,626,000 and $2,676,000 for each period, respectively with no tax benefits for any period. The total fair value of awards vested during 2019, 2018 and 2017 was $2,844,000, $1,000 and $363,000, respectively.

Restricted Stock and Restricted Stock Units

The following table summarizes information about restricted shares and restricted share units (primarily for non-U.S. recipients):
 
2019
Weighted Average Fair Value
 
2018
Weighted Average Fair Value
 
2017
Weighted Average Fair Value
Stock / Units unvested at January 1
637,663

$
15.04

 
776,520

$
13.75

 
878,356

$
15.87

Granted
828,484

9.86

 
377,299

17.48

 
523,412

12.37

Vested
(309,150
)
14.26

 
(386,275
)
15.05

 
(369,128
)
16.63

Canceled
(191,912
)
12.60

 
(129,881
)
14.43

 
(256,120
)
14.02

Stock / Units unvested at December 31
965,085

$
11.32

 
637,663

$
15.04

 
776,520

$
13.75

 
 
 
 
 
 
 
 
 


The restricted stock awards generally vest ratably over the three years after the award 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 (primarily for non-U.S. recipients):
 
2019
 
Weighted Average Fair Value
 
2018
 
Weighted Average Fair Value
 
2017
 
Weighted Average Fair Value
Shares / Units unvested at January 1
448,294

 
$
14.37

 
457,879

 
$
12.33

 
309,468

 
$
14.58

Granted
576,737

 
9.93

 
205,164

 
17.48

 
336,694

 
12.02

Vested
(255,259
)
 
12.02

 
(155,766
)
 
12.82

 

 

Canceled
(16,500
)
 
11.99

 
(58,983
)
 
13.43

 
(188,283
)
 
15.48

Shares / Units unvested at December 31
753,272

 
$
11.82

 
448,294

 
$
14.37

 
457,879

 
$
12.33

 
 
 
 
 
 
 
 
 
 
 
 


During 2019, 2018 and 2017, the performance shares and performance share units (for non-U.S. recipients) were granted as performance awards with a 3-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 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, 2019 through December 31, 2021 established by the Compensation Committee at the time of grant. Recipients will be entitled to receive a number of Common 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. Performance award expense was recognized at 75% of target for the 2016 awards, which vested on December 31, 2019, and at 122.5% to 146.45% for the 2017 awards, which vested on December 31, 2019. The company continues to recognize expense related to the awards granted in 2018 and 2019 as it is considered probable that the performance goals for those awards will be met.
XML 143 R29.htm IDEA: XBRL DOCUMENT v3.20.1
Income Taxes
12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes
Income Taxes

Earnings (loss) from continuing operations before income taxes consist of the following (in thousands):
 
2019
 
2018
 
2017
Domestic
$
(66,135
)
 
$
(72,703
)
 
$
(96,343
)
Foreign
22,110

 
38,601

 
30,093

 
$
(44,025
)
 
$
(34,102
)
 
$
(66,250
)


The company has provided for income taxes (benefits) from continuing operations as follows (in thousands):
 
2019
 
2018
 
2017
Current:
 
 
 
 
 
Federal
$
152

 
$
(202
)
 
$
(125
)
State
(90
)
 
147

 
(437
)
Foreign
10,070

 
12,675

 
15,223

 
10,132

 
12,620

 
14,661

Deferred:
 
 
 
 
 
Federal
(148
)
 
(2,073
)
 
(2,164
)
State

 

 

Foreign
(682
)
 
(727
)
 
(2,206
)
 
(830
)
 
(2,800
)
 
(4,370
)
Income Taxes
$
9,302

 
$
9,820

 
$
10,291



Included in the 2018 Federal deferred taxes is a benefit of $680,000 related to an intra-period allocation to continuing operations. A charge in an equal amount is in other comprehensive income. In addition, included in deferred federal taxes is a benefit of $148,000 and $2,023,000 in 2019 and 2018, respectively, which resulted from the effective of indefinite intangibles and a related 2018 indefinite loss carryforward created, due to the U.S. tax reform legislation, resulting in a deferred tax benefit.

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.

The SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income
tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements.

Reduction of U.S. federal corporate tax rate: The US Tax Cuts and Jobs Act of 2017 reduces the corporate rate to 21%, effective January 1, 2018. Consequently, the company has provisionally recorded a decrease related to deferred tax assets and liabilities of $64,440,000 and $20,034,000, respectively, and has recorded a decrease to the valuation allowance of $45,986,000 with a corresponding net adjustment to deferred tax benefit of $1,580,000 for the year-ended December 31, 2017.

Deemed Repatriation Transition Tax: The Deemed Repatriation Transition tax (Transition Tax) is a tax on previously untaxed accumulated and current earnings and profit (E&P) of certain of our foreign subsidiaries. To determine the amount of Transition Tax, a company must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries as well as the amount of non-U.S. income taxes paid on such earnings. The company believed it had an overall foreign E&P deficit and accordingly did not record any provisional Transition Tax obligation as of December 31, 2017. During 2018, the company concluded it did not have a transitional tax liability.
The company determined at December 31, 2017 the provisional calculations would be finalized after the underlying timing differences and foreign earnings and profits were finalized with the company's 2017 federal tax return filing. The provision calculations were finalized in 2018 with the company's federal tax return.

The company has historically considered the undistributed earnings of the company's foreign subsidiaries to be indefinitely reinvested, and, accordingly, no taxes have been provided on such earnings (other than earnings of our Chinese subsidiary). The company continues to evaluate its plans for reinvestment or repatriation of unremitted foreign earnings and has not changed its previous indefinite reinvestment determination following the enactment of the Tax Act. As a result of U.S. tax reform legislation,
distributions of profits from non-U.S. subsidiaries are not expected to cause a significant incremental U.S. tax impact in the future. However, these distributions may be subject to non-U.S. withholding taxes if profits are distributed from certain jurisdictions. Undistributed profits of non-U.S. subsidiaries of approximately $36.3 million are considered indefinitely reinvested. Determination of the amount of unrecognized deferred tax liability related to indefinitely reinvested profits is not practicable.

The company regularly reviews its cash positions and its determination of permanent reinvestment of foreign earnings. If the company determines all or a portion of such foreign earnings are no longer indefinitely reinvested, the company may be subject to additional foreign withholding taxes and U.S. state income taxes.

A reconciliation to the effective income tax rate from the federal statutory rate is as follows:
 
2019
 
2018
 
2017
Statutory federal income tax rate (benefit)
(21.0
)%
 
(21.0
)%
 
(35.0
)%
State and local income taxes, net of federal income tax benefit
(0.2
)
 
0.3

 
(0.4
)
Tax credits

 

 
(0.2
)
Expiring foreign tax credits
40.2

 
4.7

 
2.1

Foreign taxes at other than the federal statutory rate (including tax holidays)
5.1

 
12.9

 
(1.3
)
Federal and foreign valuation allowance
(20.4
)
 
35.6

 
46.2

Withholding taxes
0.1

 
0.2

 
0.1

Unremitted earnings
0.1

 

 
(1.1
)
Dividends

 

 
5.7

Debt repurchase
1.7

 

 

Foreign branch activity
12.4

 
0.1

 
(1.2
)
Uncertain tax positions
1.4

 
(1.9
)
 
0.1

Effects of US Tax Reform

 

 
(2.4
)
Intraperiod allocations to OCI

 
(2.0
)
 

Other, net
1.7

 
(0.1
)
 
2.9

Effective federal income tax rate
21.1
 %
 
28.8
 %
 
15.5
 %

 
At December 31, 2019, total deferred tax assets were $178,632,000, total deferred tax liabilities were $38,290,000 and the tax valuation allowance total was $162,790,000 for a net deferred income tax liability of $22,448,000 compared to total deferred tax assets of $178,301,000, total deferred tax liabilities of $27,971,000 and a tax valuation allowance total of $174,659,000 for a net deferred income tax liability of $24,329,000 at December 31, 2018. The company recorded a valuation allowance for its U.S. and certain foreign country net deferred tax assets where it is or is projected to be in a three-year cumulative loss.









Significant components of long-term deferred income tax assets and liabilities at December 31, 2019 and 2018 are as follows (in thousands):
 
2019
 
2018
Bad Debt
$
841

 
$
954

Warranty
1,391

 
2,134

Other accrued expenses and reserves
1,515

 
511

Inventory
2,993

 
2,878

Goodwill and intangibles
(22,686
)
 
(23,589
)
Convertible debt
(1,530
)
 
(1,225
)
Fixed assets
(13,421
)
 
(3,107
)
Compensation and benefits
5,965

 
6,268

Loss and credit carryforwards
121,602

 
131,896

Product liability
3,113

 
2,315

State and local taxes
31,499

 
31,345

Valuation allowance
(162,790
)
 
(174,659
)
Lease liability
9,713

 

Other, net
(653
)
 
(50
)
Net Deferred Income Taxes
$
(22,448
)
 
$
(24,329
)


The company made net payments for income taxes of $12,463,000, $15,820,000, and $15,377,000 during the years ended December 31, 2019, 2018 and 2017, respectively.

The company has a federal domestic net operating loss carryforward of $360,749,000 of which $287,360,000 expires between 2034 and 2037 and the remaining are non-expiring; domestic interest carryforward of $49,656,000 which is non-expiring and federal tax credit carryforwards of $15,838,000 of which $4,906,000 expire between 2020 and 2022 and $9,070,000 expire between 2023 and 2027, $1,862,000 expire between 2031 and 2037.
At December 31, 2019, the company also had $665,139,000 of domestic state and local tax loss carryforwards, of which $179,438,000 expire between 2020 and 2023, $229,018,000 expire between 2024 and 2033 and $235,221,000 expire after 2033 and $21,462,000 have an unlimited carryover.
At December 31, 2019, the company had foreign tax loss carryforwards of approximately $76,800,000 of which $16,069,000 expire by 2026 and the remaining are non-expiring all of which are offset by valuation allowances except for $582,000.

As of December 31, 2019 and 2018, the company had a liability for uncertain tax positions, excluding interest and penalties of $2,082,000 and $1,623,000, respectively. The total liabilities associated with unrecognized tax benefits that, if recognized, would impact the effective tax rates were $2,082,000 and $1,623,000 at December 31, 2019 and 2018, respectively.
A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows (in thousands):
 
2019
 
2018
Balance at beginning of year
$
2,355

 
$
2,865

Additions to:
 
 
 
Positions taken during the current year
641

 
58

Positions taken during a prior year
52

 
163

Exchange rate impact
14

 

Deductions due to:
 
 
 
Exchange rate impact

 
(22
)
Positions taken during a prior year

 
(546
)
Lapse of statute of limitations
(190
)
 
(163
)
Balance at end of year
$
2,872

 
$
2,355



The company recognizes interest and penalties associated with uncertain tax positions in income tax expense. During 2019, 2018 and 2017 the expense (benefit) for interest and penalties was $13,000, $(322,000) and $30,000, respectively. The company had approximately $530,000 and $517,000 of accrued interest and penalties as of December 31, 2019 and 2018, respectively.


The company and its subsidiaries file income tax returns in the U.S. and certain foreign jurisdictions. The company is subject to U.S. federal income tax examinations for calendar years 2016 to 2019 with limited exceptions, and is subject to various U.S. state income tax examinations for 2015 to 2019. With regards to foreign income tax jurisdictions, the company is generally subject to examinations for the periods 2013 to 2019.
XML 144 a2019ivc10-k_htm.xml IDEA: XBRL DOCUMENT 0000742112 2019-01-01 2019-12-31 0000742112 us-gaap:CommonStockMember 2020-03-04 0000742112 us-gaap:CommonClassBMember 2020-03-04 0000742112 us-gaap:CommonStockMember 2019-06-30 0000742112 us-gaap:CommonClassBMember 2019-06-30 0000742112 2019-06-30 0000742112 2017-01-01 2017-12-31 0000742112 2018-01-01 2018-12-31 0000742112 2019-12-31 0000742112 2018-12-31 0000742112 us-gaap:CommonClassBMember 2018-12-31 0000742112 us-gaap:CommonStockMember 2018-12-31 0000742112 us-gaap:CommonStockMember 2019-12-31 0000742112 us-gaap:CommonClassBMember 2019-12-31 0000742112 2016-12-31 0000742112 2017-12-31 0000742112 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-01-01 2017-12-31 0000742112 us-gaap:CommonStockMember 2018-12-31 0000742112 us-gaap:RetainedEarningsMember 2017-01-01 2017-12-31 0000742112 us-gaap:RetainedEarningsMember 2018-12-31 0000742112 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-12-31 0000742112 us-gaap:CommonClassBMember 2016-12-31 0000742112 us-gaap:CommonStockMember 2016-12-31 0000742112 us-gaap:CommonStockMember 2019-01-01 2019-12-31 0000742112 us-gaap:RetainedEarningsMember 2018-01-01 2018-12-31 0000742112 us-gaap:AdditionalPaidInCapitalMember 2016-12-31 0000742112 us-gaap:TreasuryStockMember 2018-01-01 2018-12-31 0000742112 us-gaap:CommonStockMember 2017-01-01 2017-12-31 0000742112 us-gaap:AdditionalPaidInCapitalMember 2017-01-01 2017-12-31 0000742112 us-gaap:AdditionalPaidInCapitalMember 2018-01-01 2018-12-31 0000742112 us-gaap:RetainedEarningsMember 2019-01-01 2019-12-31 0000742112 us-gaap:TreasuryStockMember 2018-12-31 0000742112 us-gaap:TreasuryStockMember 2017-12-31 0000742112 us-gaap:CommonStockMember 2018-01-01 2018-12-31 0000742112 us-gaap:RetainedEarningsMember 2017-12-31 0000742112 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2016-12-31 0000742112 us-gaap:TreasuryStockMember 2017-01-01 2017-12-31 0000742112 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-01-01 2018-12-31 0000742112 us-gaap:TreasuryStockMember 2016-12-31 0000742112 us-gaap:RetainedEarningsMember 2019-12-31 0000742112 us-gaap:CommonStockMember 2017-12-31 0000742112 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0000742112 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-12-31 0000742112 us-gaap:CommonClassBMember 2017-01-01 2017-12-31 0000742112 us-gaap:CommonStockMember 2019-12-31 0000742112 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0000742112 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0000742112 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0000742112 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0000742112 us-gaap:RetainedEarningsMember 2016-12-31 0000742112 us-gaap:TreasuryStockMember 2019-01-01 2019-12-31 0000742112 us-gaap:CommonClassBMember 2017-12-31 0000742112 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0000742112 us-gaap:TreasuryStockMember 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat4.50February2022Domain us-gaap:ConvertibleSubordinatedDebtMember 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00February2021Member us-gaap:ConvertibleSubordinatedDebtMember 2016-12-31 0000742112 us-gaap:TrademarksMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2019-01-01 2019-12-31 0000742112 us-gaap:TrademarksMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 srt:MinimumMember us-gaap:BuildingAndBuildingImprovementsMember 2019-01-01 2019-12-31 0000742112 srt:MaximumMember us-gaap:BuildingAndBuildingImprovementsMember 2019-01-01 2019-12-31 0000742112 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2019-01-01 2019-12-31 0000742112 country:CA 2018-12-31 0000742112 country:CA 2018-01-01 2018-12-31 0000742112 country:US 2018-12-31 0000742112 country:US 2018-01-01 2018-12-31 0000742112 country:US 2019-12-31 0000742112 country:CA 2019-01-01 2019-12-31 0000742112 country:CA 2019-12-31 0000742112 country:US 2019-01-01 2019-12-31 0000742112 ivc:CapitalizedSoftwareMember 2018-12-31 0000742112 us-gaap:LeaseholdImprovementsMember 2018-12-31 0000742112 us-gaap:MachineryAndEquipmentMember 2018-12-31 0000742112 us-gaap:MachineryAndEquipmentMember 2019-12-31 0000742112 us-gaap:LandBuildingsAndImprovementsMember 2019-12-31 0000742112 us-gaap:FurnitureAndFixturesMember 2018-12-31 0000742112 us-gaap:FurnitureAndFixturesMember 2019-12-31 0000742112 us-gaap:LandBuildingsAndImprovementsMember 2018-12-31 0000742112 ivc:CapitalizedSoftwareMember 2019-12-31 0000742112 us-gaap:LeaseholdImprovementsMember 2019-12-31 0000742112 2018-09-30 0000742112 srt:EuropeMember 2018-01-01 2018-12-31 0000742112 ivc:InstitutionalProductsGroupMember 2019-01-01 2019-12-31 0000742112 srt:EuropeMember 2019-12-31 0000742112 ivc:InstitutionalProductsGroupMember 2017-12-31 0000742112 srt:EuropeMember 2017-12-31 0000742112 ivc:InstitutionalProductsGroupMember 2019-12-31 0000742112 ivc:InstitutionalProductsGroupMember 2018-12-31 0000742112 srt:EuropeMember 2019-01-01 2019-12-31 0000742112 ivc:InstitutionalProductsGroupMember 2018-01-01 2018-12-31 0000742112 srt:EuropeMember 2018-12-31 0000742112 srt:WeightedAverageMember 2019-01-01 2019-12-31 0000742112 srt:MinimumMember 2019-01-01 2019-12-31 0000742112 srt:MaximumMember 2019-01-01 2019-12-31 0000742112 us-gaap:LicensingAgreementsMember 2018-12-31 0000742112 us-gaap:LicensingAgreementsMember 2019-12-31 0000742112 us-gaap:CustomerListsMember 2018-12-31 0000742112 us-gaap:OtherIntangibleAssetsMember 2018-12-31 0000742112 us-gaap:PatentsMember 2019-12-31 0000742112 us-gaap:PatentsMember 2018-12-31 0000742112 us-gaap:DevelopedTechnologyRightsMember 2018-12-31 0000742112 us-gaap:DevelopedTechnologyRightsMember 2019-12-31 0000742112 us-gaap:OtherIntangibleAssetsMember 2019-12-31 0000742112 us-gaap:TrademarksMember 2019-12-31 0000742112 us-gaap:CustomerListsMember 2019-12-31 0000742112 us-gaap:TrademarksMember 2018-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00November2024Member us-gaap:ConvertibleSubordinatedDebtMember 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00February2021Member us-gaap:ConvertibleSubordinatedDebtMember 2019-12-31 0000742112 ivc:OtherNotesandCapitalLeaseObligationsMember 2018-12-31 0000742112 ivc:OtherNotesandCapitalLeaseObligationsMember 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00February2021Member us-gaap:ConvertibleSubordinatedDebtMember 2018-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00November2024Member us-gaap:ConvertibleSubordinatedDebtMember 2018-12-31 0000742112 ivc:ConvertibleSeniorNotesat4.50February2022Domain us-gaap:ConvertibleSubordinatedDebtMember 2018-12-31 0000742112 ivc:ConvertibleSeniorNotesat4.50February2022Domain us-gaap:ConvertibleSubordinatedDebtMember 2018-01-01 2018-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00November2024Member us-gaap:ConvertibleSubordinatedDebtMember 2019-01-01 2019-12-31 0000742112 us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember 2019-12-31 0000742112 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember us-gaap:LondonInterbankOfferedRateLIBORMember 2019-01-01 2019-12-31 0000742112 us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember 2019-01-01 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00February2021Member us-gaap:ConvertibleSubordinatedDebtMember 2019-09-30 0000742112 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember 2019-01-01 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat4.50February2022Domain us-gaap:ConvertibleSubordinatedDebtMember 2019-01-01 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00February2021Member us-gaap:ConvertibleSubordinatedDebtMember 2019-01-01 2019-12-31 0000742112 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember 2019-01-01 2019-12-31 0000742112 us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember 2019-12-31 0000742112 us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember 2019-01-01 2019-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00February2021Member us-gaap:ConvertibleSubordinatedDebtMember 2018-01-01 2018-12-31 0000742112 us-gaap:LetterOfCreditMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember 2019-12-31 0000742112 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember us-gaap:LondonInterbankOfferedRateLIBORMember 2019-01-01 2019-12-31 0000742112 ivc:ConvertibleSeniorSubordinatedDebenturesat5.00February2021Domain us-gaap:ConvertibleSubordinatedDebtMember 2019-01-01 2019-12-31 0000742112 us-gaap:LetterOfCreditMember 2019-12-31 0000742112 us-gaap:LetterOfCreditMember 2018-12-31 0000742112 ivc:AmountAvailabletoInvacareLimitedandInvacarePoirierSASDomain ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember 2019-12-31 0000742112 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember us-gaap:BaseRateMember 2019-01-01 2019-12-31 0000742112 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember us-gaap:LondonInterbankOfferedRateLIBORMember 2019-01-01 2019-12-31 0000742112 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember us-gaap:BaseRateMember 2019-01-01 2019-12-31 0000742112 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember 2019-01-01 2019-12-31 0000742112 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember 2019-01-01 2019-12-31 0000742112 2016-01-01 2016-12-31 0000742112 ivc:SwingLineLoansDomain ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember 2019-12-31 0000742112 us-gaap:LetterOfCreditMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember 2019-12-31 0000742112 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementNewCreditAgreementMember us-gaap:LineOfCreditMember us-gaap:BaseRateMember 2019-01-01 2019-12-31 0000742112 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember us-gaap:LondonInterbankOfferedRateLIBORMember 2019-01-01 2019-12-31 0000742112 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember ivc:RevolvingCreditandSecurityAgreementEuropeCreditAgreementMemberDomain us-gaap:LineOfCreditMember us-gaap:BaseRateMember 2019-01-01 2019-12-31 0000742112 us-gaap:RevolvingCreditFacilityMember ivc:CreditAgreementMember us-gaap:LineOfCreditMember us-gaap:BaseRateMember 2019-01-01 2019-12-31 0000742112 2015-04-23 0000742112 2015-04-22 2015-04-23 0000742112 srt:MaximumMember 2019-12-31 0000742112 srt:MinimumMember 2019-12-31 0000742112 us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember 2019-01-01 2019-12-31 0000742112 us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember 2017-01-01 2017-12-31 0000742112 us-gaap:DomesticPlanMember 2017-01-01 2017-12-31 0000742112 us-gaap:DomesticPlanMember 2018-01-01 2018-12-31 0000742112 us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember 2018-01-01 2018-12-31 0000742112 us-gaap:DomesticPlanMember 2019-01-01 2019-12-31 0000742112 us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember 2019-12-31 0000742112 us-gaap:SupplementalEmployeeRetirementPlanDefinedBenefitMember 2018-12-31 0000742112 us-gaap:ForeignPlanMember us-gaap:ForeignPlanMember 2017-01-01 2017-12-31 0000742112 us-gaap:ForeignPlanMember us-gaap:ForeignPlanMember 2018-01-01 2018-12-31 0000742112 us-gaap:ForeignPlanMember us-gaap:ForeignPlanMember 2019-01-01 2019-12-31 0000742112 srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:ServiceMember 2018-01-01 2018-12-31 0000742112 us-gaap:ProductMember 2018-01-01 2018-12-31 0000742112 us-gaap:ServiceMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:ServiceMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:ServiceMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:ProductMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:ProductMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:ProductMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:ServiceMember 2019-01-01 2019-12-31 0000742112 us-gaap:ServiceMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:ProductMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:ProductMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:ProductMember 2019-01-01 2019-12-31 0000742112 us-gaap:ProductMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:ServiceMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:ServiceMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 ivc:OtherCustomersMember 2019-01-01 2019-12-31 0000742112 ivc:GovernmentTendersMember 2019-01-01 2019-12-31 0000742112 ivc:LargeNationalCustomersMember 2019-01-01 2019-12-31 0000742112 ivc:GeneralTermsandConditionsMember 2019-01-01 2019-12-31 0000742112 ivc:A2013PlanMember 2018-12-31 0000742112 ivc:A2018PlanMember 2019-12-31 0000742112 ivc:A2013PlanMember 2017-12-31 0000742112 us-gaap:PerformanceSharesMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0000742112 us-gaap:RestrictedStockMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2017-01-01 2017-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0000742112 us-gaap:CommonStockMember 2019-01-01 2019-12-31 0000742112 ivc:A2013PlanMember 2019-12-31 0000742112 ivc:A2018PlanMember 2019-01-01 2019-12-31 0000742112 srt:WeightedAverageMember us-gaap:PerformanceSharesMember 2019-01-01 2019-12-31 0000742112 us-gaap:CommonClassBMember 2019-01-01 2019-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2017-01-01 2017-12-31 0000742112 us-gaap:PerformanceSharesMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeStockOptionMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2017-01-01 2017-12-31 0000742112 us-gaap:EmployeeStockOptionMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-01-01 2018-12-31 0000742112 us-gaap:PerformanceSharesMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-01-01 2019-12-31 0000742112 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2017-01-01 2017-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-01-01 2018-12-31 0000742112 us-gaap:PerformanceSharesMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2017-01-01 2017-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-01-01 2019-12-31 0000742112 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-01-01 2018-12-31 0000742112 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-01-01 2019-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember 2018-01-01 2018-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember 2017-01-01 2017-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember 2016-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember 2019-01-01 2019-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember 2017-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember 2018-12-31 0000742112 ivc:RestrictedStockandRestrictedStockUnitsRSUsMember 2019-12-31 0000742112 us-gaap:PerformanceSharesMember 2018-12-31 0000742112 us-gaap:PerformanceSharesMember 2017-12-31 0000742112 us-gaap:PerformanceSharesMember 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2017-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2018-12-31 0000742112 us-gaap:PerformanceSharesMember 2016-12-31 0000742112 us-gaap:PerformanceSharesMember 2017-01-01 2017-12-31 0000742112 us-gaap:PerformanceSharesMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceOneMember 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceThreeMember 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceTwoMember 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceOneMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceFourMember 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceThreeMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceTwoMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember ivc:RangeOfExercisePriceFourMember 2019-01-01 2019-12-31 0000742112 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2018-01-01 2018-12-31 0000742112 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2019-01-01 2019-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2019-01-01 2019-12-31 0000742112 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2018-01-01 2018-12-31 0000742112 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-01-01 2019-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2018-01-01 2018-12-31 0000742112 us-gaap:AccumulatedTranslationAdjustmentMember 2018-12-31 0000742112 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-01-01 2019-12-31 0000742112 us-gaap:AccumulatedTranslationAdjustmentMember 2019-01-01 2019-12-31 0000742112 ivc:AccumulatedLongTermNotesAdjustmentMember 2019-01-01 2019-12-31 0000742112 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2019-01-01 2019-12-31 0000742112 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2019-12-31 0000742112 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2018-12-31 0000742112 ivc:AccumulatedLongTermNotesAdjustmentMember 2018-12-31 0000742112 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2019-12-31 0000742112 us-gaap:AccumulatedTranslationAdjustmentMember 2019-12-31 0000742112 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2018-12-31 0000742112 ivc:AccumulatedLongTermNotesAdjustmentMember 2019-12-31 0000742112 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2017-12-31 0000742112 ivc:AccumulatedLongTermNotesAdjustmentMember 2018-01-01 2018-12-31 0000742112 us-gaap:AccumulatedTranslationAdjustmentMember 2017-12-31 0000742112 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2018-01-01 2018-12-31 0000742112 us-gaap:AccumulatedTranslationAdjustmentMember 2018-01-01 2018-12-31 0000742112 ivc:AccumulatedLongTermNotesAdjustmentMember 2017-12-31 0000742112 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2018-01-01 2018-12-31 0000742112 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2017-12-31 0000742112 us-gaap:CommonClassBMember 2019-01-01 2019-03-31 0000742112 us-gaap:CommonClassBMember 2019-04-01 2019-06-30 0000742112 us-gaap:CommonClassBMember 2018-01-01 2018-12-31 0000742112 us-gaap:CommonStockMember 2017-01-01 2017-12-31 0000742112 us-gaap:TreasuryStockMember 2017-01-01 2017-12-31 0000742112 us-gaap:TreasuryStockMember 2018-01-01 2018-12-31 0000742112 us-gaap:CommonStockMember 2016-12-31 0000742112 us-gaap:CommonStockMember 2018-01-01 2018-12-31 0000742112 us-gaap:TreasuryStockMember 2019-01-01 2019-12-31 0000742112 us-gaap:CommonStockMember 2017-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:ContractTerminationMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:ContractTerminationMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:ContractTerminationMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:ContractTerminationMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:ContractTerminationMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 srt:EuropeMember 2017-01-01 2017-12-31 0000742112 srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:EmployeeSeveranceMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:ContractTerminationMember 2019-01-01 2019-12-31 0000742112 us-gaap:ContractTerminationMember 2019-12-31 0000742112 us-gaap:EmployeeSeveranceMember 2019-01-01 2019-12-31 0000742112 us-gaap:EmployeeSeveranceMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:ContractTerminationMember 2017-01-01 2017-12-31 0000742112 us-gaap:AllOtherSegmentsMember 2017-12-31 0000742112 us-gaap:ContractTerminationMember srt:NorthAmericaMember 2017-12-31 0000742112 us-gaap:ContractTerminationMember us-gaap:AllOtherSegmentsMember 2016-12-31 0000742112 us-gaap:ContractTerminationMember srt:NorthAmericaMember 2018-12-31 0000742112 us-gaap:AllOtherSegmentsMember 2016-12-31 0000742112 us-gaap:ContractTerminationMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:AllOtherSegmentsMember 2019-12-31 0000742112 us-gaap:ContractTerminationMember srt:EuropeMember 2017-12-31 0000742112 srt:NorthAmericaMember 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:ContractTerminationMember 2018-12-31 0000742112 us-gaap:ContractTerminationMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:NorthAmericaMember 2017-12-31 0000742112 us-gaap:ContractTerminationMember us-gaap:AllOtherSegmentsMember 2019-12-31 0000742112 us-gaap:AllOtherSegmentsMember 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:EuropeMember 2019-12-31 0000742112 us-gaap:ContractTerminationMember 2016-12-31 0000742112 us-gaap:ContractTerminationMember us-gaap:AllOtherSegmentsMember 2018-12-31 0000742112 us-gaap:ContractTerminationMember srt:EuropeMember 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember 2017-01-01 2017-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:EuropeMember 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:EuropeMember 2017-12-31 0000742112 us-gaap:EmployeeSeveranceMember us-gaap:AllOtherSegmentsMember 2016-12-31 0000742112 us-gaap:ContractTerminationMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:NorthAmericaMember 2016-12-31 0000742112 us-gaap:EmployeeSeveranceMember 2017-12-31 0000742112 srt:NorthAmericaMember 2017-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember us-gaap:AllOtherSegmentsMember 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember us-gaap:AllOtherSegmentsMember 2017-12-31 0000742112 srt:NorthAmericaMember 2016-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:NorthAmericaMember 2019-12-31 0000742112 us-gaap:ContractTerminationMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:ContractTerminationMember us-gaap:AllOtherSegmentsMember 2017-12-31 0000742112 us-gaap:ContractTerminationMember srt:EuropeMember 2019-12-31 0000742112 us-gaap:ContractTerminationMember srt:NorthAmericaMember 2016-12-31 0000742112 us-gaap:ContractTerminationMember 2017-12-31 0000742112 us-gaap:ContractTerminationMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember 2016-12-31 0000742112 us-gaap:EmployeeSeveranceMember us-gaap:AllOtherSegmentsMember 2019-12-31 0000742112 us-gaap:EmployeeSeveranceMember srt:NorthAmericaMember 2018-12-31 0000742112 us-gaap:EmployeeSeveranceMember 2018-01-01 2018-12-31 0000742112 us-gaap:ContractTerminationMember srt:NorthAmericaMember 2019-12-31 0000742112 srt:NorthAmericaMember 2019-12-31 0000742112 us-gaap:EmployeeSeveranceMember 2019-12-31 0000742112 us-gaap:ForeignCountryMember 2019-12-31 0000742112 us-gaap:DomesticCountryMember 2019-12-31 0000742112 us-gaap:DomesticCountryMember ivc:TaxYear2020to2022Member 2019-12-31 0000742112 us-gaap:ForeignCountryMember ivc:TaxYear2026Member 2019-12-31 0000742112 us-gaap:DomesticCountryMember ivc:TaxYear2034to2037Member 2019-12-31 0000742112 us-gaap:StateAndLocalJurisdictionMember ivc:TaxYear2020to2023Member 2019-12-31 0000742112 us-gaap:StateAndLocalJurisdictionMember ivc:UnlimitedCarryoverMember 2019-12-31 0000742112 us-gaap:DomesticCountryMember ivc:TaxYear2023to2027Member 2019-12-31 0000742112 us-gaap:StateAndLocalJurisdictionMember ivc:TaxYear2033andThereafterMember 2019-12-31 0000742112 us-gaap:DomesticCountryMember ivc:TaxYear2031to2037Member 2019-12-31 0000742112 us-gaap:StateAndLocalJurisdictionMember ivc:Taxyear2024to2033Member 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2018-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2018-01-01 2018-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2017-01-01 2017-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2019-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2017-12-31 0000742112 us-gaap:EmployeeStockOptionMember 2019-01-01 2019-12-31 0000742112 us-gaap:PaymentGuaranteeMember 2019-12-31 0000742112 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2019-01-01 2019-12-31 0000742112 ivc:OtherLongTermObligationsMember us-gaap:PaymentGuaranteeMember 2019-12-31 0000742112 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2019-12-31 0000742112 us-gaap:AccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 us-gaap:AccruedLiabilitiesMember 2018-12-31 0000742112 us-gaap:OtherCurrentAssetsMember 2018-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2018-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2019-12-31 0000742112 us-gaap:AccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 us-gaap:AccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2019-12-31 0000742112 us-gaap:AccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2018-12-31 0000742112 us-gaap:AccruedLiabilitiesMember 2019-12-31 0000742112 us-gaap:OtherCurrentAssetsMember 2019-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 us-gaap:CashFlowHedgingMember us-gaap:SalesMember 2019-01-01 2019-12-31 0000742112 us-gaap:CashFlowHedgingMember 2019-01-01 2019-12-31 0000742112 us-gaap:CashFlowHedgingMember us-gaap:CostOfSalesMember 2017-01-01 2017-12-31 0000742112 ivc:ConvertibleSeniorNotesat5.00February2021Member us-gaap:ConvertibleSubordinatedDebtMember 2016-01-01 2016-12-31 0000742112 us-gaap:ForeignExchangeForwardMember 2018-01-01 2018-12-31 0000742112 us-gaap:CashFlowHedgingMember us-gaap:CostOfSalesMember 2018-01-01 2018-12-31 0000742112 us-gaap:CashFlowHedgingMember 2018-01-01 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2018-01-01 2018-12-31 0000742112 ivc:ConvertibleSeniorNotesat4.50February2022Domain us-gaap:ConvertibleSubordinatedDebtMember 2017-01-01 2017-12-31 0000742112 us-gaap:CashFlowHedgingMember us-gaap:CostOfSalesMember 2019-01-01 2019-12-31 0000742112 us-gaap:CashFlowHedgingMember 2017-01-01 2017-12-31 0000742112 us-gaap:ForeignExchangeForwardMember 2019-01-01 2019-12-31 0000742112 us-gaap:CashFlowHedgingMember us-gaap:SalesMember 2017-01-01 2017-12-31 0000742112 us-gaap:CashFlowHedgingMember us-gaap:SalesMember 2018-01-01 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2017-01-01 2017-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2019-01-01 2019-12-31 0000742112 ivc:ConvertibleDebtBondHedgeMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000742112 ivc:ConvertibleDebt2022ConversionFeatureDomain us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000742112 ivc:ConvertibleDebt2021ConversionFeatureMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:CashFlowHedgingMember 2018-01-01 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:CashFlowHedgingMember 2019-01-01 2019-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDMXPMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDMXPMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardDKKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardNOKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURCHFMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURCHFMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDEURMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardDKKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardNOKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURCHFMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardNOKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDCNYMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURNOKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDMXPMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDAUDMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardDKKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDAUDMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDAUDMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardNOKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURNOKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURNOKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDEURMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURCHFMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDCNYMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURNZDMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDAUDMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDEURMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDCNYMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDEURMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURGBPMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURNOKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDMXPMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURCADMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardUSDCNYMember us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardDKKSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardUSDSEKMember us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 us-gaap:DesignatedAsHedgingInstrumentMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardNOKEURMember us-gaap:NondesignatedMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURUSDMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardNZDUSDMember us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardGBPUSDMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardAUDUSDMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardAUDUSDMember us-gaap:NondesignatedMember 2018-12-31 0000742112 us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardCADUSDMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardGBPUSDMember us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardNZDAUDMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardNZDUSDMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardAUDUSDMember us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURUSDMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardGBPUSDMember us-gaap:NondesignatedMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardCADUSDMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardGBPUSDMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardCADUSDMember us-gaap:NondesignatedMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardNOKEURMember us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardNZDAUDMember us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardNOKEURMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardNZDUSDMember us-gaap:NondesignatedMember 2018-01-01 2018-12-31 0000742112 ivc:ForeignExchangeForwardCADUSDMember us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardNZDAUDMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardEURUSDMember us-gaap:NondesignatedMember 2019-12-31 0000742112 ivc:ForeignExchangeForwardAUDUSDMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 us-gaap:NondesignatedMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardEURUSDMember us-gaap:NondesignatedMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardNZDAUDMember us-gaap:NondesignatedMember 2018-12-31 0000742112 ivc:ForeignExchangeForwardNOKEURMember us-gaap:NondesignatedMember 2019-01-01 2019-12-31 0000742112 ivc:ForeignExchangeForwardNZDUSDMember us-gaap:NondesignatedMember 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember 2017-01-01 2017-12-31 0000742112 ivc:ConvertibleDebt2022ConversionFeatureDomain us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember ivc:ConvertibleDebtBondHedgeMember 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember ivc:ConvertibleDebtBondHedgeMember 2018-12-31 0000742112 ivc:ConvertibleDebtBondHedgeMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000742112 us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember ivc:ConvertibleDebt2022ConversionFeatureDomain 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000742112 us-gaap:InterestRateSwapMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000742112 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember ivc:ConvertibleDebt2022ConversionFeatureDomain 2018-12-31 0000742112 us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2018-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2022ConversionFeatureDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0000742112 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0000742112 us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0000742112 us-gaap:AccountsPayableAndAccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2022NoteHedgeDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2022NoteHedgeDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000742112 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2022ConversionFeatureDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2022NoteHedgeDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2022NoteHedgeDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000742112 us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0000742112 us-gaap:AccountsPayableAndAccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000742112 ivc:OtherLongTermAssetsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2019-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2021NoteHedgeDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2022ConversionFeatureDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0000742112 ivc:OtherLongTermObligationsMember ivc:ConvertibleDebt2022ConversionFeatureDomain us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000742112 us-gaap:AccountsPayableAndAccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2018-12-31 0000742112 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2019-12-31 0000742112 us-gaap:AccountsPayableAndAccruedLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:CarryingReportedAmountFairValueDisclosureMember 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:RespiratoryTherapyMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:OtherProductsAndServicesMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:MobilityAndSeatingMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember ivc:LifestyleProductsMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:IntersegmentEliminationMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:IntersegmentEliminationMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:OperatingSegmentsMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:IntersegmentEliminationMember srt:EuropeMember 2019-01-01 2019-12-31 0000742112 us-gaap:IntersegmentEliminationMember us-gaap:AllOtherSegmentsMember 2017-01-01 2017-12-31 0000742112 us-gaap:IntersegmentEliminationMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:IntersegmentEliminationMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:IntersegmentEliminationMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember srt:NorthAmericaMember 2018-01-01 2018-12-31 0000742112 us-gaap:IntersegmentEliminationMember srt:NorthAmericaMember 2019-01-01 2019-12-31 0000742112 us-gaap:IntersegmentEliminationMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:IntersegmentEliminationMember srt:NorthAmericaMember 2017-01-01 2017-12-31 0000742112 us-gaap:IntersegmentEliminationMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:OperatingSegmentsMember srt:EuropeMember 2018-01-01 2018-12-31 0000742112 us-gaap:OperatingSegmentsMember srt:EuropeMember 2017-01-01 2017-12-31 0000742112 us-gaap:IntersegmentEliminationMember 2019-01-01 2019-12-31 0000742112 us-gaap:SalesMember us-gaap:AllOtherSegmentsMember 2018-01-01 2018-12-31 0000742112 us-gaap:SalesMember us-gaap:AllOtherSegmentsMember 2019-01-01 2019-12-31 0000742112 us-gaap:AssetsTotalMember us-gaap:AllOtherSegmentsMember 2018-12-31 0000742112 us-gaap:AssetsTotalMember us-gaap:AllOtherSegmentsMember 2019-12-31 0000742112 2019-10-01 2019-12-31 0000742112 2018-07-01 2018-09-30 0000742112 2019-04-01 2019-06-30 0000742112 2019-07-01 2019-09-30 0000742112 2018-01-01 2018-03-31 0000742112 2019-01-01 2019-03-31 0000742112 2018-04-01 2018-06-30 0000742112 2018-10-01 2018-12-31 0000742112 us-gaap:InventoryValuationReserveMember 2017-12-31 0000742112 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2019-12-31 0000742112 us-gaap:AllowanceForCreditLossMember 2018-12-31 0000742112 ivc:ProductLiabilityReservesMember 2019-01-01 2019-12-31 0000742112 ivc:ProductLiabilityReservesMember 2018-01-01 2018-12-31 0000742112 us-gaap:AllowanceForCreditLossMember 2016-12-31 0000742112 us-gaap:InventoryValuationReserveMember 2019-01-01 2019-12-31 0000742112 us-gaap:AllowanceForCreditLossMember 2019-01-01 2019-12-31 0000742112 us-gaap:InventoryValuationReserveMember 2018-01-01 2018-12-31 0000742112 us-gaap:AllowanceForCreditLossMember 2017-12-31 0000742112 ivc:ProductLiabilityReservesMember 2016-12-31 0000742112 us-gaap:InventoryValuationReserveMember 2019-12-31 0000742112 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2017-01-01 2017-12-31 0000742112 us-gaap:WarrantyReservesMember 2017-01-01 2017-12-31 0000742112 us-gaap:WarrantyReservesMember 2018-12-31 0000742112 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2018-01-01 2018-12-31 0000742112 us-gaap:InventoryValuationReserveMember 2018-12-31 0000742112 us-gaap:AllowanceForCreditLossMember 2018-01-01 2018-12-31 0000742112 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2017-12-31 0000742112 ivc:ProductLiabilityReservesMember 2017-01-01 2017-12-31 0000742112 us-gaap:InventoryValuationReserveMember 2016-12-31 0000742112 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2018-12-31 0000742112 ivc:ProductLiabilityReservesMember 2017-12-31 0000742112 ivc:ProductLiabilityReservesMember 2019-12-31 0000742112 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2019-01-01 2019-12-31 0000742112 us-gaap:WarrantyReservesMember 2018-01-01 2018-12-31 0000742112 us-gaap:WarrantyReservesMember 2017-12-31 0000742112 us-gaap:ValuationAllowanceOfDeferredTaxAssetsMember 2016-12-31 0000742112 ivc:ProductLiabilityReservesMember 2018-12-31 0000742112 us-gaap:InventoryValuationReserveMember 2017-01-01 2017-12-31 0000742112 us-gaap:WarrantyReservesMember 2016-12-31 0000742112 us-gaap:AllowanceForCreditLossMember 2017-01-01 2017-12-31 0000742112 us-gaap:WarrantyReservesMember 2019-01-01 2019-12-31 0000742112 us-gaap:AllowanceForCreditLossMember 2019-12-31 0000742112 us-gaap:WarrantyReservesMember 2019-12-31 iso4217:USD shares shares ivc:payment pure iso4217:USD ivc:Times ivc:Participants ivc:votes utreg:Y ivc:Customer false --12-31 FY 2019 0000742112 168402972 P10D 0.001 3 1 3 0.01 0.01 0.01 0.045 0.05 0.02273 0.05 0 0.05 0.045 0.05 0.02273 0.05 0 0.05 12000000 100000000 12000000 150000000 0.0025 0 0 0 0 0 0 300000 300000 0 0 P4Y 13.37 12.15 12.15 30.01 12.15 25.01 20.01 33.36 33.36 33.36 33.36 20 30 25 10-K true 2019-12-31 false 1-15103 INVACARE CORPORATION OH 95-2680965 One Invacare Way Elyria OH 44035 440 329-6000 Common Shares, without par value IVC NYSE No No Yes Yes Accelerated Filer false false false 168369979 32993 33912246 6357 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Portions of the Registrant's definitive Proxy Statement to be filed in connection with its </span><span style="font-family:inherit;font-size:9pt;color:#000000;text-decoration:none;">2020</span><span style="font-family:inherit;font-size:9pt;"> Annual Meeting of Shareholders are incorporated by reference into Part III (Items 10, 11, 12, 13 and 14) of this report.</span></div><div style="line-height:120%;text-indent:32px;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Except as otherwise stated, the information contained in this Annual Report on Form 10-K is as of </span><span style="font-family:inherit;font-size:9pt;color:#000000;text-decoration:none;">December 31, 2019</span><span style="font-family:inherit;font-size:9pt;">.</span></div> 927964000 972347000 966497000 665897000 704671000 697246000 262067000 267676000 269251000 260061000 281906000 296816000 11829000 3481000 12274000 587000 583000 320000 -10410000 -18294000 -40159000 -1197000 -11994000 3657000 -6165000 0 0 29076000 28336000 22907000 429000 534000 473000 -44025000 -34102000 -66250000 9302000 9820000 10291000 -53327000 -43922000 -76541000 -1.59 -1.33 -2.34 33594000 33124000 32752000 -1.59 -1.33 -2.34 33642000 33543000 33216000 -53327000 -43922000 -76541000 -8499000 -30858000 54591000 -596000 4949000 3596000 -48000 51000 67000 -48000 51000 67000 -571000 1894000 -2088000 -1000 62000 -106000 -9665000 -24077000 56205000 -62992000 -67999000 -20336000 80063000 116907000 116669000 119743000 736000 1574000 120500000 128123000 37909000 31063000 355877000 397410000 4216000 6360000 26447000 26506000 46607000 45984000 26900000 28322000 18676000 0 373403000 381273000 852126000 885855000 88003000 92469000 120947000 99867000 345000 3762000 58000 0 2514000 2110000 6790000 0 218657000 198208000 219464000 225733000 26480000 27802000 12060000 0 66949000 74965000 0 0 9588000 9419000 2000 2000 312650000 297919000 87475000 142447000 3128000 12793000 104327000 103433000 308516000 359147000 852126000 885855000 -53327000 -43922000 -76541000 15563000 15556000 14631000 8927000 0 0 955000 2029000 2042000 -830000 -2800000 -4370000 1144000 121000 589000 11110000 5283000 7347000 -182000 -928000 87000 -6165000 0 0 587000 583000 320000 12325000 11608000 8811000 2384000 2489000 2220000 -1197000 -11994000 3657000 -1474000 666000 -2395000 -434000 603000 930000 -6466000 11497000 -22263000 7314000 873000 -1925000 -3603000 4505000 -2168000 2276000 -17158000 -5711000 -978000 230000 -2167000 2743000 -46423000 -25774000 10874000 9823000 14569000 73000 40000 369000 0 3524000 0 781000 116000 361000 32000 -12000 87000 -11614000 -6363000 -14648000 0 0 95220000 17196000 1493000 16308000 0 2626000 2676000 1278000 0 4711000 1645000 1630000 1604000 0 0 14100000 -6928000 0 0 894000 2427000 1276000 -27941000 -2924000 88097000 -32000 -3911000 4619000 -36844000 -59621000 52294000 116907000 176528000 124234000 80063000 116907000 176528000 8974000 183000 266151000 266144000 -19335000 -99730000 422387000 48000 2628000 65000 2611000 1834000 1834000 865000 865000 101000 4547000 -1211000 3437000 181000 181000 0 -76541000 -76541000 54591000 54591000 -1982000 -1982000 3596000 3596000 -20336000 14100000 14100000 1604000 1604000 9304000 2000 290125000 187999000 36870000 -101006000 423294000 46000 2580000 919000 1707000 777000 777000 201000 201000 69000 4236000 -1508000 2797000 -43922000 -43922000 -30858000 -30858000 1832000 1832000 4949000 4949000 -67999000 1630000 1630000 9419000 2000 297919000 142447000 12793000 -103433000 359147000 29000 4370000 -348000 4051000 1939000 1939000 140000 4632000 -546000 4226000 -53327000 -53327000 -8499000 -8499000 -570000 -570000 -596000 -596000 -62992000 -220000 -220000 4010000 4010000 1645000 1645000 9588000 2000 312650000 87475000 3128000 -104327000 308516000 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;">Accounting Policies</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Nature of Operations:</span><span style="font-family:inherit;font-size:10pt;"> Invacare Corporation is a leading manufacturer and distributor of medical equipment used in the home based upon the company's distribution channels, breadth of product line and 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 continuing care markets.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Principles of Consolidation:</span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and the results of its operations and changes in its cash flow for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31,</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively. Certain foreign subsidiaries, represented by the European segment, are consolidated using a </span><span style="font-family:inherit;font-size:10pt;">November 30</span><span style="font-family:inherit;font-size:10pt;"> fiscal year 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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Use of Estimates:</span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Cash and Cash Equivalents</span><span style="font-family:inherit;font-size:10pt;">: The company's policy is to treat investments that are readily convertible to cash and with maturities so near that there is little risk of changes in value due to changes in interest rates as cash and cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Accounts Receivable: </span><span style="font-family:inherit;font-size:10pt;">The company records accounts receivable when control of the product or service transfers to its unaffiliated customers, risk of loss is passed and title is transferred. The estimated allowance for uncollectible amounts is based primarily on management's evaluation of the financial condition of specific 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 legal remedies are exhausted. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reserves for customer bonus and cash discounts are recorded as a reduction in revenue and netted against gross </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 principal 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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Inventories:</span><span style="font-family:inherit;font-size:10pt;"> Inventories are stated at the lower of cost or net realizable value with cost determined by the first-in, first-out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Finished goods and work in process inventories include material, labor and manufacturing overhead costs. Inventories have been reduced by an allowance for excess and obsolete inventories. The estimated allowance is based on management's review of inventories on hand compared to estimated future usage and sales. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Property and Equipment:</span><span style="font-family:inherit;font-size:10pt;"> Property and equipment are stated based on cost. The company principally uses the straight-line method of depreciation for financial reporting purposes based on annual rates sufficient to amortize the cost of the assets over their estimated useful lives. Machinery and equipment as well as furniture and fixtures are generally depreciated using lives of </span><span style="font-family:inherit;font-size:10pt;"><span>3</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>10</span></span><span style="font-family:inherit;font-size:10pt;"> years, while buildings and improvements are depreciated using lives of </span><span style="font-family:inherit;font-size:10pt;"><span>5</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>40</span></span><span style="font-family:inherit;font-size:10pt;"> years. Accelerated methods of depreciation are used for federal income tax purposes. Expenditures for maintenance and repairs are charged to expense as incurred. Amortization of assets under capital leases is included in depreciation expense.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An asset would be considered impaired when the future net undiscounted cash flows generated by the asset are less than its carrying value. An impairment loss would be recognized based on the amount by which the carrying value of the asset exceeds its fair value.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Goodwill and Other Intangibles:</span><span style="font-family:inherit;font-size:10pt;"> In accordance with </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Intangibles—Goodwill and Other</span><span style="font-family:inherit;font-size:10pt;">, ASC 350, goodwill and indefinite lived intangibles are subject to annual impairment testing. For purposes of the goodwill impairment test, the fair value of each reporting unit is estimated using an income approach by forecasting cash flows and discounting those cash flows using appropriate discount rates as well as considering market and cost approaches as appropriate. The fair values are then compared to the carrying value of the net assets of each reporting unit. Intangibles assets are also </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">reviewed for impairment by estimating forecasted cash flows and discounting those cash flows as needed to calculate impairment amounts. During </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, the company recognized an intangible impairment charge of </span><span style="font-family:inherit;font-size:10pt;"><span>$587,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$583,000</span></span><span style="font-family:inherit;font-size:10pt;"> respectively, related to an indefinite-lived trademark recorded in the Institutional Products Group reporting unit. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Accrued Warranty Cost:</span><span style="font-family:inherit;font-size:10pt;"> Generally, the company's products are covered by assurance-type warranties 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 accrual 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 necessitate 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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Product Liability Cost:</span><span style="font-family:inherit;font-size:10pt;"> The company is self-insured in North America for product liability exposures through its captive insurance company, Invatection Insurance Company, which currently has a policy year that runs from </span><span style="font-family:inherit;font-size:10pt;">September 1</span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;">August 31</span><span style="font-family:inherit;font-size:10pt;"> and insures annual policy losses up to </span><span style="font-family:inherit;font-size:10pt;"><span>$10,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> per occurrence and </span><span style="font-family:inherit;font-size:10pt;"><span>$13,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> in the aggregate. The company also has additional layers of external insurance coverage, related to all lines of insurance coverage, insuring up to </span><span style="font-family:inherit;font-size:10pt;"><span>$75,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> in aggregate losses per policy year arising from individual claims anywhere in the world that exceed the captive insurance company policy limits or the limits of the company's per country foreign liability limits, as applicable. There can be no assurance that Invacare's current insurance levels will continue to be adequate or available at affordable rates.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Product liability reserves are recorded for individual claims based upon historical experience, industry expertise and other indicators. Additional reserves, in excess of the specific individual case reserves, are provided for incurred but not reported claims based upon actuarial valuations at the time such valuations are conducted. Historical claims experience and other assumptions are taken into consideration by the company in estimating the ultimate reserves. For example, the actuarial analysis assumes that historical loss experience is an indicator of future experience, that 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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 awards and settlements on claims. While actuarial analysis is used to help determine adequate reserves, the company is responsible for the determination and recording of adequate reserves in accordance with accepted loss reserving standards and practices.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue Recognition:</span><span style="font-family:inherit;font-size:10pt;"> The company recognizes revenues when control of the product or service is transferred to unaffiliated customers. </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revenues from Contracts with Customers</span><span style="font-family:inherit;font-size:10pt;">, 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. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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). </span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. </span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. </span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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, </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Research and Development:</span><span style="font-family:inherit;font-size:10pt;"> Research and development costs are expensed as incurred and included in cost of products sold. The company's annual expenditures for product development and engineering were approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$15,836,000</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$17,377,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$17,796,000</span></span><span style="font-family:inherit;font-size:10pt;"> for </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Advertising:</span><span style="font-family:inherit;font-size:10pt;"> Advertising costs are expensed as incurred and included in selling, general and administrative expenses. Advertising expenses amounted to </span><span style="font-family:inherit;font-size:10pt;"><span>$7,871,000</span></span><span style="font-family:inherit;font-size:10pt;">, and </span><span style="font-family:inherit;font-size:10pt;"><span>$10,109,000</span></span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;"><span>$10,463,000</span></span><span style="font-family:inherit;font-size:10pt;"> for </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively, the majority of which is incurred for advertising in the United States and Europe.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Income Taxes:</span><span style="font-family:inherit;font-size:10pt;"> The company uses the liability method in measuring the provision for income taxes and recognizing deferred tax assets and liabilities on the balance sheet. The liability method requires that deferred income taxes reflect the tax consequences of currently enacted rates for differences between the tax and financial reporting bases of assets and liabilities. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Value Added Taxes:</span><span style="font-family:inherit;font-size:10pt;"> The company operates internationally and is required to comply with value added tax (VAT) or goods and service tax (GST) regulations, particularly in Europe and Asia Pacific. VAT and GST are taxes on consumption in which the company pays tax on its purchases of goods and services and charges customers on the sale of product. The difference between billings to customers and payments on purchases is then remitted or received from the government as filings are due. The company records tax assets and liabilities related to these taxes and the balances in these accounts can vary significantly from period to period based on the timing of the underlying transactions. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Derivative Instruments:</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Derivatives and Hedging,</span><span style="font-family:inherit;font-size:10pt;"> 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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In 2016, the company issued </span><span style="font-family:inherit;font-size:10pt;"><span>$150,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> aggregate principal amount of </span><span style="font-family:inherit;font-size:10pt;"><span>5.00%</span></span><span style="font-family:inherit;font-size:10pt;"> Convertible Senior Notes due 2021 and, in the second quarter of 2017, issued </span><span style="font-family:inherit;font-size:10pt;"><span>$120,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> aggregate principal amount of </span><span style="font-family:inherit;font-size:10pt;"><span>4.50%</span></span><span style="font-family:inherit;font-size:10pt;"> Convertible Senior Notes due 2022 (the “notes”). In connection with the offering of the notes, the company entered into privately negotiated convertible note hedge transactions with certain financial institutions (the “option counterparties”). The convertible debt conversion liabilities and the convertible note hedges were accounted for as derivatives that were fair valued quarterly until the company obtained shareholder approval on May 16, 2019 to settle its convertible debt using cash or shares, which resulted in no longer accounting for the conversion liabilities and note hedges as derivatives. The fair value of the convertible debt conversion liabilities and the convertible note hedge assets were estimated using a lattice model incorporating the terms and conditions of the notes and considering, for example, changes in the prices of the company's common stock, company stock price volatility, risk-free rates and changes in market rates. The valuations were, among other things, subject to changes in both the company's credit worthiness and the counter-parties to the instruments as well as change in general market conditions. The change in the fair value of the convertible note hedges and convertible debt conversion liabilities were recognized in net income (loss) for the respective period. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Foreign Currency Translation:</span><span style="font-family:inherit;font-size:10pt;"> The functional currency of the company's subsidiaries outside the United States is the applicable local currency. The assets and liabilities of the company's foreign subsidiaries are translated into U.S. dollars at year-end exchange rates. Revenues and expenses are translated at monthly average exchange rates. Gains and losses resulting from translation of balance sheet items are included in accumulated other comprehensive earnings.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Net Earnings Per Share:</span><span style="font-family:inherit;font-size:10pt;"> Basic earnings per share are computed based on the weighted-average number of Common Shares and Class B Common Shares outstanding during the year. Diluted earnings per share are computed based on the weighted-average number of Common Shares and Class B Common Shares outstanding plus the effects of </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">dilutive stock options and awards outstanding during the year. For periods in which there was a net loss, loss per share assuming dilution utilized weighted average shares-basic.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Defined Benefit Plans:</span><span style="font-family:inherit;font-size:10pt;"> The company's benefit plans are accounted for in accordance with </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Compensation-Retirement Benefits</span><span style="font-family:inherit;font-size:10pt;">, ASC 715 which requires plan sponsors to recognize the funded status of their defined benefit postretirement benefit plans in the consolidated balance sheet, measure the fair value of plan assets and benefit obligations as of the balance sheet date and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Reclassifications:</span><span style="font-family:inherit;font-size:10pt;"> Finance lease assets and related long-term liabilities have been reclassified from Property and Equipment, net and Long-Term Debt, respectively, to Finance lease assets, net and Long-term Obligations - Financing Leases, respectively, in the Consolidated Balance sheet as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> to conform with the presentation for 2019. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In the first quarter of 2019, the company reassessed the alignment of its reporting segments and combined the former North America/Home Medical Equipment (NA/HME) and Institutional Products Group (IPG) segments into a single operating segment, referred to as North America. This change better reflects how the company manages, allocates resources and assesses performance of the businesses contained in the North America Segment. Additionally, the company reassessed the activity of the businesses in it former Asia Pacific segment and began reporting the Asia Pacific businesses as part of All Other segment, since those businesses, individually and collectively, are not large enough relative to the company's overall business to merit disclosure as a separate reporting segment. The company believes that these changes provide improved transparency of the company's business results to its shareholders, and are better aligned with how the company manages its businesses. Segment results for 2018 have been reclassified to reflect the realignment of the company's reporting segments and be comparable to the segment results for 2019.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Recent Accounting Pronouncements (Already Adopted):</span><span style="font-family:inherit;font-size:10pt;"> 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 was effective for fiscal periods beginning after December 15, 2018 and early adoption was permitted. The company adopted ASU 2016-02, effective on January 1, 2019, using the optional transitional method in which periods prior to 2019 were not restated. The company elected to apply the package of practical expedients in which lease identification, classification and treatment of initial direct costs was retained, and recognized right of use lease assets and liabilities for all leases with a lease term of greater than a </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">year. The company completed an assessment of its systems, data and processes related to implementing the standard and completed its information system design and solution development as well as the development of related internal controls. As a result of adoption of this standard, the company recorded $23,420,000 in operating lease right of use assets offset by lease liabilities on the company's consolidated balance sheets. The standard did not have a material impact on the company's results of operations or cash flows. </span></div><div style="line-height:120%;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income,” which allows reclassification of certain tax effects created as a result of changing methodologies, laws and tax rates legislated in the Tax Cuts and Jobs Act of 2017 (the Act). This new standard allows for stranded income tax effects resulting from the Act to be reclassified into retained earnings to allow for their tax effect to reflect the appropriate tax rate.  Due to the full valuation allowance on our U.S. net deferred tax assets, a reclassification of stranded tax effects to retained earnings was not required.</span></div><div style="line-height:120%;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In May 2014, the FASB issued ASU 2014-09, "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 existing 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. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effective January 1, 2018, the company adopted the new accounting standard, and all the related amendments, on a modified retrospective basis, with no cumulative effect adjustment to equity needed. Upon adoption, the standard did not have a material impact on the company's results of </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">operations or cash flows nor does the 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 prior revenue recognition model and the prior accounting for the vast majority of the company's contracts. While the company does have a minor amount of service business for which revenue is recognized over time as compared to a point in time, the company's process to estimate the amount of revenue to be recognized did not change as a result of the implementation of the new standard.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Recent Accounting Pronouncements (Not Yet Adopted):</span><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 could early adopt the amendments as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The company has established procedures and controls to implement the new standard and anticipates the adoption of ASU 2016-13 will not have a material impact on the company's financial statements.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div> <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Nature of Operations:</span><span style="font-family:inherit;font-size:10pt;"> Invacare Corporation is a leading manufacturer and distributor of medical equipment used in the home based upon the company's distribution channels, breadth of product line and 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 continuing care markets.</span></div> <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Principles of Consolidation:</span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and the results of its operations and changes in its cash flow for the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31,</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively. Certain foreign subsidiaries, represented by the European segment, are consolidated using a </span><span style="font-family:inherit;font-size:10pt;">November 30</span><span style="font-family:inherit;font-size:10pt;"> fiscal year 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.</span></div> <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Use of Estimates:</span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div> <span style="font-family:inherit;font-size:10pt;font-style:italic;">Cash and Cash Equivalents</span>: The company's policy is to treat investments that are readily convertible to cash and with maturities so near that there is little risk of changes in value due to changes in interest rates as cash and cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value. <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Accounts Receivable: </span><span style="font-family:inherit;font-size:10pt;">The company records accounts receivable when control of the product or service transfers to its unaffiliated customers, risk of loss is passed and title is transferred. The estimated allowance for uncollectible amounts is based primarily on management's evaluation of the financial condition of specific 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 legal remedies are exhausted. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reserves for customer bonus and cash discounts are recorded as a reduction in revenue and netted against gross </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 principal 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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div> <span style="font-family:inherit;font-size:10pt;font-style:italic;">Inventories:</span> Inventories are stated at the lower of cost or net realizable value with cost determined by the first-in, first-out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Finished goods and work in process inventories include material, labor and manufacturing overhead costs. Inventories have been reduced by an allowance for excess and obsolete inventories. The estimated allowance is based on management's review of inventories on hand compared to estimated future usage and sales. <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Property and Equipment:</span><span style="font-family:inherit;font-size:10pt;"> Property and equipment are stated based on cost. The company principally uses the straight-line method of depreciation for financial reporting purposes based on annual rates sufficient to amortize the cost of the assets over their estimated useful lives. Machinery and equipment as well as furniture and fixtures are generally depreciated using lives of </span><span style="font-family:inherit;font-size:10pt;"><span>3</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>10</span></span><span style="font-family:inherit;font-size:10pt;"> years, while buildings and improvements are depreciated using lives of </span><span style="font-family:inherit;font-size:10pt;"><span>5</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>40</span></span><span style="font-family:inherit;font-size:10pt;"> years. Accelerated methods of depreciation are used for federal income tax purposes. Expenditures for maintenance and repairs are charged to expense as incurred. Amortization of assets under capital leases is included in depreciation expense.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. An asset would be considered impaired when the future net undiscounted cash flows generated by the asset are less than its carrying value. An impairment loss would be recognized based on the amount by which the carrying value of the asset exceeds its fair value.</span></div> P3Y P10Y P5Y P40Y <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Goodwill and Other Intangibles:</span><span style="font-family:inherit;font-size:10pt;"> In accordance with </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Intangibles—Goodwill and Other</span><span style="font-family:inherit;font-size:10pt;">, ASC 350, goodwill and indefinite lived intangibles are subject to annual impairment testing. For purposes of the goodwill impairment test, the fair value of each reporting unit is estimated using an income approach by forecasting cash flows and discounting those cash flows using appropriate discount rates as well as considering market and cost approaches as appropriate. The fair values are then compared to the carrying value of the net assets of each reporting unit. Intangibles assets are also </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">reviewed for impairment by estimating forecasted cash flows and discounting those cash flows as needed to calculate impairment amounts. During </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, the company recognized an intangible impairment charge of </span><span style="font-family:inherit;font-size:10pt;"><span>$587,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$583,000</span></span><span style="font-family:inherit;font-size:10pt;"> respectively, related to an indefinite-lived trademark recorded in the Institutional Products Group reporting unit. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 587000 583000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Accrued Warranty Cost:</span><span style="font-family:inherit;font-size:10pt;"> Generally, the company's products are covered by assurance-type warranties 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 accrual 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 necessitate 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.</span></div> <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Product Liability Cost:</span><span style="font-family:inherit;font-size:10pt;"> The company is self-insured in North America for product liability exposures through its captive insurance company, Invatection Insurance Company, which currently has a policy year that runs from </span><span style="font-family:inherit;font-size:10pt;">September 1</span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;">August 31</span><span style="font-family:inherit;font-size:10pt;"> and insures annual policy losses up to </span><span style="font-family:inherit;font-size:10pt;"><span>$10,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> per occurrence and </span><span style="font-family:inherit;font-size:10pt;"><span>$13,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> in the aggregate. The company also has additional layers of external insurance coverage, related to all lines of insurance coverage, insuring up to </span><span style="font-family:inherit;font-size:10pt;"><span>$75,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> in aggregate losses per policy year arising from individual claims anywhere in the world that exceed the captive insurance company policy limits or the limits of the company's per country foreign liability limits, as applicable. There can be no assurance that Invacare's current insurance levels will continue to be adequate or available at affordable rates.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Product liability reserves are recorded for individual claims based upon historical experience, industry expertise and other indicators. Additional reserves, in excess of the specific individual case reserves, are provided for incurred but not reported claims based upon actuarial valuations at the time such valuations are conducted. Historical claims experience and other assumptions are taken into consideration by the company in estimating the ultimate reserves. For example, the actuarial analysis assumes that historical loss experience is an indicator of future experience, that 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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 awards and settlements on claims. While actuarial analysis is used to help determine adequate reserves, the company is responsible for the determination and recording of adequate reserves in accordance with accepted loss reserving standards and practices.</span></div> 10000000 13000000 75000000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revenue Recognition:</span><span style="font-family:inherit;font-size:10pt;"> The company recognizes revenues when control of the product or service is transferred to unaffiliated customers. </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Revenues from Contracts with Customers</span><span style="font-family:inherit;font-size:10pt;">, 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. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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). </span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. </span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. </span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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, </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div> <span style="font-family:inherit;font-size:10pt;font-style:italic;">Research and Development:</span><span style="font-family:inherit;font-size:10pt;"> Research and development costs are expensed as incurred and included in cost of products sold. The company's annual expenditures for product development and engineering were approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$15,836,000</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$17,377,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$17,796,000</span></span><span style="font-family:inherit;font-size:10pt;"> for </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span>, respectively. 15836000 17377000 17796000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Advertising:</span><span style="font-family:inherit;font-size:10pt;"> Advertising costs are expensed as incurred and included in selling, general and administrative expenses. Advertising expenses amounted to </span><span style="font-family:inherit;font-size:10pt;"><span>$7,871,000</span></span><span style="font-family:inherit;font-size:10pt;">, and </span><span style="font-family:inherit;font-size:10pt;"><span>$10,109,000</span></span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;"><span>$10,463,000</span></span><span style="font-family:inherit;font-size:10pt;"> for </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively, the majority of which is incurred for advertising in the United States and Europe.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 7871000 10109000 10463000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Income Taxes:</span><span style="font-family:inherit;font-size:10pt;"> The company uses the liability method in measuring the provision for income taxes and recognizing deferred tax assets and liabilities on the balance sheet. The liability method requires that deferred income taxes reflect the tax consequences of currently enacted rates for differences between the tax and financial reporting bases of assets and liabilities. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Value Added Taxes:</span><span style="font-family:inherit;font-size:10pt;"> The company operates internationally and is required to comply with value added tax (VAT) or goods and service tax (GST) regulations, particularly in Europe and Asia Pacific. VAT and GST are taxes on consumption in which the company pays tax on its purchases of goods and services and charges customers on the sale of product. The difference between billings to customers and payments on purchases is then remitted or received from the government as filings are due. The company records tax assets and liabilities related to these taxes and the balances in these accounts can vary significantly from period to period based on the timing of the underlying transactions. </span></div> <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Derivative Instruments:</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Derivatives and Hedging,</span><span style="font-family:inherit;font-size:10pt;"> 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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">In 2016, the company issued </span><span style="font-family:inherit;font-size:10pt;"><span>$150,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> aggregate principal amount of </span><span style="font-family:inherit;font-size:10pt;"><span>5.00%</span></span><span style="font-family:inherit;font-size:10pt;"> Convertible Senior Notes due 2021 and, in the second quarter of 2017, issued </span><span style="font-family:inherit;font-size:10pt;"><span>$120,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> aggregate principal amount of </span><span style="font-family:inherit;font-size:10pt;"><span>4.50%</span></span> Convertible Senior Notes due 2022 (the “notes”). In connection with the offering of the notes, the company entered into privately negotiated convertible note hedge transactions with certain financial institutions (the “option counterparties”). The convertible debt conversion liabilities and the convertible note hedges were accounted for as derivatives that were fair valued quarterly until the company obtained shareholder approval on May 16, 2019 to settle its convertible debt using cash or shares, which resulted in no longer accounting for the conversion liabilities and note hedges as derivatives. The fair value of the convertible debt conversion liabilities and the convertible note hedge assets were estimated using a lattice model incorporating the terms and conditions of the notes and considering, for example, changes in the prices of the company's common stock, company stock price volatility, risk-free rates and changes in market rates. The valuations were, among other things, subject to changes in both the company's credit worthiness and the counter-parties to the instruments as well as change in general market conditions. The change in the fair value of the convertible note hedges and convertible debt conversion liabilities were recognized in net income (loss) for the respective period. 150000000 0.0500 120000000 0.0450 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Foreign Currency Translation:</span><span style="font-family:inherit;font-size:10pt;"> The functional currency of the company's subsidiaries outside the United States is the applicable local currency. The assets and liabilities of the company's foreign subsidiaries are translated into U.S. dollars at year-end exchange rates. Revenues and expenses are translated at monthly average exchange rates. Gains and losses resulting from translation of balance sheet items are included in accumulated other comprehensive earnings.</span></div> <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Net Earnings Per Share:</span><span style="font-family:inherit;font-size:10pt;"> Basic earnings per share are computed based on the weighted-average number of Common Shares and Class B Common Shares outstanding during the year. Diluted earnings per share are computed based on the weighted-average number of Common Shares and Class B Common Shares outstanding plus the effects of </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">dilutive stock options and awards outstanding during the year. For periods in which there was a net loss, loss per share assuming dilution utilized weighted average shares-basic.</span></div> <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Defined Benefit Plans:</span><span style="font-family:inherit;font-size:10pt;"> The company's benefit plans are accounted for in accordance with </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Compensation-Retirement Benefits</span><span style="font-family:inherit;font-size:10pt;">, ASC 715 which requires plan sponsors to recognize the funded status of their defined benefit postretirement benefit plans in the consolidated balance sheet, measure the fair value of plan assets and benefit obligations as of the balance sheet date and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.</span></div> <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Reclassifications:</span><span style="font-family:inherit;font-size:10pt;"> Finance lease assets and related long-term liabilities have been reclassified from Property and Equipment, net and Long-Term Debt, respectively, to Finance lease assets, net and Long-term Obligations - Financing Leases, respectively, in the Consolidated Balance sheet as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> to conform with the presentation for 2019. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In the first quarter of 2019, the company reassessed the alignment of its reporting segments and combined the former North America/Home Medical Equipment (NA/HME) and Institutional Products Group (IPG) segments into a single operating segment, referred to as North America. This change better reflects how the company manages, allocates resources and assesses performance of the businesses contained in the North America Segment. Additionally, the company reassessed the activity of the businesses in it former Asia Pacific segment and began reporting the Asia Pacific businesses as part of All Other segment, since those businesses, individually and collectively, are not large enough relative to the company's overall business to merit disclosure as a separate reporting segment. The company believes that these changes provide improved transparency of the company's business results to its shareholders, and are better aligned with how the company manages its businesses. Segment results for 2018 have been reclassified to reflect the realignment of the company's reporting segments and be comparable to the segment results for 2019.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Recent Accounting Pronouncements (Already Adopted):</span><span style="font-family:inherit;font-size:10pt;"> 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 was effective for fiscal periods beginning after December 15, 2018 and early adoption was permitted. The company adopted ASU 2016-02, effective on January 1, 2019, using the optional transitional method in which periods prior to 2019 were not restated. The company elected to apply the package of practical expedients in which lease identification, classification and treatment of initial direct costs was retained, and recognized right of use lease assets and liabilities for all leases with a lease term of greater than a </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">year. The company completed an assessment of its systems, data and processes related to implementing the standard and completed its information system design and solution development as well as the development of related internal controls. As a result of adoption of this standard, the company recorded $23,420,000 in operating lease right of use assets offset by lease liabilities on the company's consolidated balance sheets. The standard did not have a material impact on the company's results of operations or cash flows. </span></div><div style="line-height:120%;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In February 2018, the FASB issued ASU No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income,” which allows reclassification of certain tax effects created as a result of changing methodologies, laws and tax rates legislated in the Tax Cuts and Jobs Act of 2017 (the Act). This new standard allows for stranded income tax effects resulting from the Act to be reclassified into retained earnings to allow for their tax effect to reflect the appropriate tax rate.  Due to the full valuation allowance on our U.S. net deferred tax assets, a reclassification of stranded tax effects to retained earnings was not required.</span></div><div style="line-height:120%;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In May 2014, the FASB issued ASU 2014-09, "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 existing 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. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effective January 1, 2018, the company adopted the new accounting standard, and all the related amendments, on a modified retrospective basis, with no cumulative effect adjustment to equity needed. Upon adoption, the standard did not have a material impact on the company's results of </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">operations or cash flows nor does the 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 prior revenue recognition model and the prior accounting for the vast majority of the company's contracts. While the company does have a minor amount of service business for which revenue is recognized over time as compared to a point in time, the company's process to estimate the amount of revenue to be recognized did not change as a result of the implementation of the new standard.</span></div> <div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Recent Accounting Pronouncements (Not Yet Adopted):</span><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 could early adopt the amendments as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The company has established procedures and controls to implement the new standard and anticipates the adoption of ASU 2016-13 will not have a material impact on the company's financial statements.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div> <div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;color:#003399;font-weight:bold;">Operations Held for Sale</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prior to 2019, the company had recorded expenses related to the sale of operations held for sale of </span><span style="font-family:inherit;font-size:10pt;"><span>$2,892,000</span></span><span style="font-family:inherit;font-size:10pt;"> of which </span><span style="font-family:inherit;font-size:10pt;"><span>$2,377,000</span></span><span style="font-family:inherit;font-size:10pt;"> has been paid out as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">.</span></div> 2892000 2377000 <div style="line-height:120%;padding-bottom:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;color:#003399;font-weight:bold;">Discontinued Operations</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">From 2012 through 2014, the company sold three businesses which were classified as discontinued operations. Prior to 2019, the company had recorded cumulative expenses related to the sale of discontinued operations totaling </span><span style="font-family:inherit;font-size:10pt;"><span>$8,801,000</span></span><span style="font-family:inherit;font-size:10pt;">, of which </span><span style="font-family:inherit;font-size:10pt;"><span>$8,405,000</span></span><span style="font-family:inherit;font-size:10pt;"> were paid as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">.</span></div> 8801000 8405000 <div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;color:#003399;font-weight:bold;">Receivables</span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Receivables as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:60%;"/><td style="width:1%;"/><td style="width:17%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:17%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Accounts receivable, gross</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>141,732</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>146,482</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Customer rebate reserve</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(13,922</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(15,452</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Allowance for doubtful accounts</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(4,804</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(5,268</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Cash discount reserves</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(5,326</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(4,777</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Other, principally returns and allowances reserves</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(1,011</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(1,242</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Accounts receivable, net</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>116,669</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>119,743</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:8px;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reserves for customer rebates 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 principal 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. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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-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. As a consequence, changes in these programs can have an adverse impact on dealer liquidity and profitability. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The estimated allowance for uncollectible amounts is based primarily on management's evaluation of the financial condition of specific customers. In addition, as a result of the company's financing arrangement with DLL, a third-party financing company 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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">installment receivables are included in “Other Assets” on the consolidated balance sheet.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 comprises 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 </span><span style="font-family:inherit;font-size:10pt;"><span>three</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>twelve months</span></span><span style="font-family:inherit;font-size:10pt;"> and historically have had a very low risk of default.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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/or D&amp;B credit rating, payment history, security collateral and time in business. Additional analysis is performed for most customers desiring credit greater than </span><span style="font-family:inherit;font-size:10pt;"><span>$250,000</span></span><span style="font-family:inherit;font-size:10pt;">, which generally includes a detailed review of the customer's financials as well as consideration of other factors such as exposure to changing reimbursement laws.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">which typically approximates </span><span style="font-family:inherit;font-size:10pt;"><span>eighteen months</span></span><span style="font-family:inherit;font-size:10pt;">. 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. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Installment receivables as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24"/></tr><tr><td style="width:29%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Long-</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Term</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Long-</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Term</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Installment receivables</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,192</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,257</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,449</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,986</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,374</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,360</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Less: Unearned interest</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,170</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,257</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,427</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,964</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,374</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,338</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Allowance for doubtful accounts</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(434</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,080</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(390</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,152</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,542</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>736</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>177</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>913</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,574</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>222</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,796</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Installment receivables purchased from DLL during the </span><span style="font-family:inherit;font-size:10pt;">twelve</span><span style="font-family:inherit;font-size:10pt;"> months ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> increased the gross installment receivables balance by </span><span style="font-family:inherit;font-size:10pt;"><span>$89,000</span></span><span style="font-family:inherit;font-size:10pt;"> during the year compared to </span><span style="font-family:inherit;font-size:10pt;"><span>$1,295,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">. No sales of installment receivables were made by the company during the year. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The movement in the installment receivables allowance for doubtful accounts was as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance as of beginning of period</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,542</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,644</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Current period provision</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>479</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>550</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Direct write-offs charged against the allowance</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(507</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,652</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance as of end of period</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,542</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Installment receivables by class as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Installment</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Receivables</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Unpaid</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Principal</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Related</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Allowance for</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Doubtful</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Accounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Interest</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Income</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Recognized</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S.</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,762</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,762</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,497</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Canada</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-impaired installment receivables with no related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>670</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>648</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>92</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total Canadian installment receivables</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>687</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>665</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>92</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-impaired installment receivables with no related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>670</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>648</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>92</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,779</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,779</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total installment receivables</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,449</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,427</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>92</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Installment receivables by class as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Installment</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Receivables</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Unpaid</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Principal</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Related</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Allowance for</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Doubtful</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Accounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Interest</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Income</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Recognized</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S.</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,669</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,669</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,540</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Canada</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-impaired installment receivables with no related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>689</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>667</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total Canadian installment receivables</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>691</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>669</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-impaired installment receivables with no related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>689</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>667</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,671</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,671</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,542</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total installment receivables</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,360</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,338</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,542</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, the company had no U.S. installment receivables past due of </span><span style="font-family:inherit;font-size:10pt;">90</span><span style="font-family:inherit;font-size:10pt;"> 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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 installment receivables which were past due of </span><span style="font-family:inherit;font-size:10pt;">90</span><span style="font-family:inherit;font-size:10pt;"> days or more as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> for which the company is still accruing interest.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The aging of the company's installment receivables was as follows as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24"/></tr><tr><td style="width:34%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">U.S.</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Canada</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">U.S.</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Canada</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>659</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>659</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>663</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>663</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">0-30 days past due</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">31-60 days past due</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">61-90 days past due</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">90+ days past due</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,784</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,762</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,670</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,669</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,449</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,762</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>687</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,360</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,669</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>691</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Receivables as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:60%;"/><td style="width:1%;"/><td style="width:17%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:17%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Accounts receivable, gross</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>141,732</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>146,482</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Customer rebate reserve</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(13,922</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(15,452</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Allowance for doubtful accounts</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(4,804</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(5,268</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Cash discount reserves</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(5,326</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(4,777</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Other, principally returns and allowances reserves</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(1,011</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(1,242</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Accounts receivable, net</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>116,669</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>119,743</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 141732000 146482000 13922000 15452000 4804000 5268000 -5326000 -4777000 1011000 1242000 116669000 119743000 3 P12M 250000 P18M <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Installment receivables as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24"/></tr><tr><td style="width:29%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Long-</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Term</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Long-</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Term</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Installment receivables</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,192</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,257</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,449</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,986</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,374</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,360</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Less: Unearned interest</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,170</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,257</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,427</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,964</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,374</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,338</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Allowance for doubtful accounts</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(434</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,080</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(390</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,152</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,542</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>736</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>177</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>913</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,574</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>222</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,796</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 1192000 1257000 2449000 1986000 1374000 3360000 22000 0 22000 22000 0 22000 1170000 1257000 2427000 1964000 1374000 3338000 434000 1080000 1514000 390000 1152000 1542000 736000 177000 913000 1574000 222000 1796000 89000 1295000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The movement in the installment receivables allowance for doubtful accounts was as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance as of beginning of period</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,542</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,644</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Current period provision</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>479</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>550</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Direct write-offs charged against the allowance</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(507</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,652</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance as of end of period</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,542</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 1542000 2644000 479000 550000 507000 1652000 1514000 1542000 <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Installment receivables by class as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Installment</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Receivables</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Unpaid</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Principal</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Related</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Allowance for</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Doubtful</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Accounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Interest</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Income</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Recognized</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S.</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,762</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,762</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,497</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Canada</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-impaired installment receivables with no related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>670</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>648</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>92</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total Canadian installment receivables</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>687</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>665</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>92</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-impaired installment receivables with no related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>670</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>648</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>92</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,779</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,779</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total installment receivables</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,449</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,427</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>92</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Installment receivables by class as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Installment</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Receivables</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Unpaid</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Principal</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Related</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Allowance for</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Doubtful</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Accounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Interest</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Income</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Recognized</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S.</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,669</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,669</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,540</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Canada</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-impaired installment receivables with no related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>689</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>667</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total Canadian installment receivables</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>691</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>669</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-impaired installment receivables with no related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>689</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>667</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,671</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,671</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,542</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total installment receivables</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,360</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,338</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,542</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Installment receivables by class as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Installment</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Receivables</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Unpaid</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Principal</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Related</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Allowance for</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Doubtful</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Accounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Interest</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Income</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Recognized</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S.</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,762</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,762</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,497</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Canada</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-impaired installment receivables with no related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>670</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>648</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>92</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total Canadian installment receivables</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>687</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>665</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>92</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-impaired installment receivables with no related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>670</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>648</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>92</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,779</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,779</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total installment receivables</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,449</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,427</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>92</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Installment receivables by class as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Installment</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Receivables</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Unpaid</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Principal</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Related</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Allowance for</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Doubtful</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Accounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Interest</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Income</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Recognized</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">U.S.</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,669</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,669</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,540</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Canada</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-impaired installment receivables with no related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>689</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>667</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total Canadian installment receivables</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>691</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>669</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-impaired installment receivables with no related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>689</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>667</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Impaired installment receivables with a related allowance recorded</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,671</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,671</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,542</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total installment receivables</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,360</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,338</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,542</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>127</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 1762000 1762000 1497000 0 670000 648000 92000 17000 17000 17000 0 687000 665000 17000 92000 670000 648000 92000 1779000 1779000 1514000 0 2449000 2427000 1514000 92000 2669000 2669000 1540000 0 689000 667000 127000 2000 2000 2000 0 691000 669000 2000 127000 689000 667000 127000 2671000 2671000 1542000 0 3360000 3338000 1542000 127000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The aging of the company's installment receivables was as follows as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24"/></tr><tr><td style="width:34%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">U.S.</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Canada</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">U.S.</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Canada</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Current</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>659</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>659</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>663</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>663</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">0-30 days past due</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">31-60 days past due</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">61-90 days past due</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">90+ days past due</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,784</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,762</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,670</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,669</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,449</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,762</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>687</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,360</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,669</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>691</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 659000 0 659000 663000 0 663000 2000 0 2000 11000 0 11000 4000 0 4000 10000 0 10000 0 0 0 6000 0 6000 1784000 1762000 22000 2670000 2669000 1000 2449000 1762000 687000 3360000 2669000 691000 <div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;color:#003399;font-weight:bold;">Inventories</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventories as of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Finished goods</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54,064</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>62,766</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Raw materials</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54,638</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>55,120</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Work in process</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,798</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,237</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventories, net</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>120,500</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>128,123</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventories as of </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Finished goods</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54,064</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>62,766</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Raw materials</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>54,638</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>55,120</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Work in process</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,798</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,237</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventories, net</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>120,500</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>128,123</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 54064000 62766000 54638000 55120000 11798000 10237000 120500000 128123000 <div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;color:#003399;font-weight:bold;">Other Current Assets</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other current assets as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax receivables principally value added taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,049</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,372</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Receivable due from information technology provider</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,262</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid insurance</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,918</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,626</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Service contracts</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,013</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,201</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid social charges</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,216</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Derivatives (foreign currency forward contracts)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>838</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,020</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid inventory</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>684</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>521</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Recoverable income taxes</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>297</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>787</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid debt fees</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>207</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>395</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid and other current assets</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,425</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,141</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other Current Assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,909</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31,063</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> <div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other current assets as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax receivables principally value added taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,049</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,372</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Receivable due from information technology provider</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,262</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid insurance</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,918</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,626</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Service contracts</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,013</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,201</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid social charges</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,216</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Derivatives (foreign currency forward contracts)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>838</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,020</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid inventory</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>684</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>521</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Recoverable income taxes</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>297</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>787</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid debt fees</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>207</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>395</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prepaid and other current assets</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,425</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,141</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other Current Assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,909</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31,063</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In the fourth quarter of 2019, the company entered into an agreement with to outsource substantially all of the company’s information technology ("IT") business service activities, including, among other things, support, rationalization and upgrading of the company’s legacy information technology systems and implementation of a global enterprise resource planning system. The agreement provides for reimbursement by the IT provider of IT expenses incurred by the company which are shown as Receivable due from IT provider above. The amount of pass through charges will diminish as IT expenses are recorded directly by the IT provider. In addition, a corresponding current payable is due to the IT provider. See "Accrued Expenses" in the notes to the Consolidated Financial Statements included elsewhere in this report. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">Regarding prepaid social charges, the company was in a liability position as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span>. 16049000 16372000 6262000 0 2918000 2626000 2013000 2201000 1216000 0 838000 1020000 684000 521000 297000 787000 207000 395000 7425000 7141000 37909000 31063000 <div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;color:#003399;font-weight:bold;">Other Long-Term Assets</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other long-term assets as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Convertible 2021 note hedge asset</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,028</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Convertible 2022 note hedge asset</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,062</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Cash surrender value of life insurance policies</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,124</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,948</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred financing fees</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>602</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>402</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Investments</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>85</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>90</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Long-term installment receivables</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>177</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>222</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Long-term deferred taxes</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>928</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>352</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>300</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>256</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other Long-Term Assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,216</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,360</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As part of issuing convertible notes, the company entered into related convertible note hedge derivatives which were included in Other Long-Term Assets, the value of which was adjusted quarterly to reflect fair value. On </span><span style="font-family:inherit;font-size:10pt;">May 16, 2019</span><span style="font-family:inherit;font-size:10pt;">, the company received shareholder approval authorizing it to elect to settle future conversions of convertible notes in common shares. As a result of the shareholder approval, the note hedge assets and conversion </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">liabilities may no longer be bifurcated and accounted for as separate derivatives and thus they are no longer accounted for by the company as separate long-term assets. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">See "Long-Term Debt" in the notes to the Consolidated Financial Statements included elsewhere in this report for more detail regarding the company's issuance of convertible notes and the related convertible note hedge derivatives.</span></div> <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other long-term assets as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Convertible 2021 note hedge asset</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,028</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Convertible 2022 note hedge asset</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,062</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Cash surrender value of life insurance policies</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,124</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,948</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred financing fees</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>602</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>402</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Investments</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>85</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>90</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Long-term installment receivables</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>177</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>222</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Long-term deferred taxes</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>928</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>352</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>300</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>256</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other Long-Term Assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,216</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,360</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 0 1028000 0 2062000 2124000 1948000 602000 402000 85000 90000 177000 222000 928000 352000 300000 256000 4216000 6360000 <div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;color:#003399;font-weight:bold;">Property and Equipment</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Property and equipment as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Machinery and equipment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>296,078</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>301,039</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Land, buildings and improvements</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,054</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,606</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Furniture and fixtures</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,898</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,898</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Leasehold improvements</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,023</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,847</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capitalized software</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,509</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Property and Equipment, gross</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>351,562</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>357,390</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Less allowance for depreciation</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(304,955</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(311,406</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Property and Equipment, net</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>46,607</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>45,984</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Machinery and equipment includes demonstration units placed in provider locations which are depreciated to their estimated recoverable values over their estimated useful lives. In the fourth quarter of 2019, the company initiated the first stage of an Enterprise Resource Planning ("ERP") software implementation. As a result of the initiation of the ERP project, the company capitalized certain costs in accordance with ASC 350 as shown in capitalized software above. In the third quarter of 2018, the company agreed to sell its Isny, Germany location with a net book value at the signing of the agreement of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$2,900,000</span></span><span style="font-family:inherit;font-size:10pt;">, which is included in Land, buildings and improvements in the table </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">above. In accordance with the agreement, control will not transfer to the buyer until </span><span style="font-family:inherit;font-size:10pt;">April 2020</span><span style="font-family:inherit;font-size:10pt;">; however, the company received an advance payment of </span><span style="font-family:inherit;font-size:10pt;"><span>$3,524,000</span></span><span style="font-family:inherit;font-size:10pt;"> representing a majority of the proceeds to be received, which is reflected in the investing section of the Consolidated Statement of Cash Flows and classified in Accrued Expenses in the Consolidated Balance Sheets. The company will continue to depreciate the building and expects to record a gain on the transaction when completed in 2020.</span></div> <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Property and equipment as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Machinery and equipment</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>296,078</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>301,039</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Land, buildings and improvements</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,054</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,606</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Furniture and fixtures</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,898</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,898</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Leasehold improvements</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,023</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,847</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capitalized software</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,509</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Property and Equipment, gross</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>351,562</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>357,390</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Less allowance for depreciation</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(304,955</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(311,406</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Property and Equipment, net</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>46,607</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>45,984</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 296078000 301039000 33054000 37606000 9898000 9898000 9023000 8847000 3509000 0 351562000 357390000 304955000 311406000 46607000 45984000 2900000 3524000 <div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;color:#003399;font-weight:bold;">Lease Assets</span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In the first quarter of 2019, the company recorded operating lease assets as a result of the adoption of ASU 2016-02. The company's operating lease assets, and financing lease asset, have been separately disclosed on the Consolidate Balance Sheets. Finance lease assets have been reclassified from Property and Equipment, net to Finance Lease Assets in the Consolidated Balance Sheets as of December 31, 2018 to conform with the presentation for 2019.</span></div> <div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;color:#003399;font-weight:bold;">Goodwill</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The carrying amount of goodwill by reporting unit is as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:44%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Institutional</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Products Group</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Consolidated</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at December 31, 2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>28,730</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>372,553</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>401,283</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency translation adjustments</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,353</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(18,657</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(20,010</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at December 31, 2018</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>27,377</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>353,896</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>381,273</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency translation adjustments</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>785</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8,655</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7,870</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at December 31, 2019</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>28,162</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>345,241</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>373,403</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In accordance with </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Intangibles—Goodwill and Other</span><span style="font-family:inherit;font-size:10pt;">, ASC 350, goodwill is reviewed for impairment. The company first estimates the fair value of each reporting unit and compares the calculated fair value to the carrying value of each reporting unit. A reporting unit is defined as an operating segment or one level below. The company has determined that its reporting units are North America / HME, Europe, Institutional Products Group and Asia Pacific.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company completes its annual impairment tests in the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To estimate the fair values of the reporting units, the company utilizes a discounted cash flow method model in which the company forecasts income statement and balance sheet amounts based on assumptions regarding future sales growth, profitability, inventory turns, days' sales outstanding, etc. to forecast future cash flows. The cash flows are discounted using a weighted average cost of capital discount rate where the cost of debt is based on quoted rates for </span><span style="font-family:inherit;font-size:10pt;"><span>20</span></span><span style="font-family:inherit;font-size:10pt;">-year debt of potential acquirer companies of similar credit risk and the cost of equity is based upon the </span><span style="font-family:inherit;font-size:10pt;"><span>20</span></span><span style="font-family:inherit;font-size:10pt;">-year treasury rate for the risk-free rate, a market risk premium, the industry average beta and a small cap stock adjustment. The discount rates used have a significant impact upon the discounted cash flow methodology utilized in the company's annual impairment testing as higher discount rates decrease the fair value estimates. The assumptions used are based on a market participant's point of view and yielded a discount rate of </span><span style="font-family:inherit;font-size:10pt;"><span>11.88%</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> for the company's annual impairment analysis for the reporting units with goodwill compared to </span><span style="font-family:inherit;font-size:10pt;"><span>12.41%</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>9.07%</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company also utilizes an Enterprise Value (EV) to Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) Method to compute the fair value of its reporting units which considers potential acquirers and </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">their EV to EBITDA multiples adjusted by an estimated premium. While more weight is given to the discounted cash flow method, the EV to EBITDA Method does provide corroborative evidence of the reasonableness of the discounted cash flow method results.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">While there was no indication of impairment in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> related to goodwill for the Europe or Institutional Products Group reporting units, a future potential impairment is possible for these reporting units should actual results differ materially from forecasted results used in the valuation analysis. Furthermore, the company's annual valuation of goodwill can differ materially if the market inputs used to determine the discount rate change significantly. For instance, higher interest rates or greater stock price volatility would increase the discount rate and thus increase the chance of impairment. In consideration of this potential, the company reviewed the results if the discount rate used were </span><span style="font-family:inherit;font-size:10pt;">100</span><span style="font-family:inherit;font-size:10pt;"> basis points higher for the </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> impairment analysis and determined that there still would not be an indicator of potential impairment for the Europe or Institutional Products Group reporting units.</span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As part of the company's review of goodwill for impairment, the company also considers the potential for impairment of any other assets. See Intangibles in the Notes to the Consolidated Financial Statements for a description of any intangible impairments.</span></div><span style="font-family:inherit;font-size:10pt;">The change in goodwill from </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span> was due to foreign currency translation. As part of the company's realignment of its reportable and operating segments in the first quarter of 2019, the company considered whether the reporting units used for purposes of assessing impairment of goodwill should be changed and concluded that no changes were necessary. <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The carrying amount of goodwill by reporting unit is as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:44%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Institutional</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Products Group</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Consolidated</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at December 31, 2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>28,730</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>372,553</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>401,283</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency translation adjustments</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,353</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(18,657</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(20,010</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at December 31, 2018</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>27,377</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>353,896</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>381,273</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency translation adjustments</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>785</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8,655</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7,870</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at December 31, 2019</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>28,162</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>345,241</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>373,403</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 28730000 372553000 401283000 -1353000 -18657000 -20010000 27377000 353896000 381273000 785000 -8655000 -7870000 28162000 345241000 373403000 P20Y P20Y 0.1188 0.1241 0.0907 <div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;color:#003399;font-weight:bold;">Intangibles</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">All the company's intangible assets have been assigned definite lives and continue to be amortized over their useful lives, except for trademarks shown below, which have indefinite lives. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The changes in intangible balances reflected on the balance sheet from </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> were the result of foreign currency translation and amortization except for an intangible impairment noted below and the recording of software licenses related to the Company's ERP implementation. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company's intangibles consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Historical</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amortization</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Historical</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amortization</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Customer lists</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51,108</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51,108</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51,828</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>50,768</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Trademarks</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,479</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24,385</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">License agreements</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,884</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>770</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>733</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>733</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Developed technology</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,483</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,642</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,608</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,563</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Patents</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,521</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,521</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,500</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,497</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,163</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,150</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,162</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,149</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Intangibles</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>91,638</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65,191</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>91,216</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,710</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amortization expense related to intangibles was </span><span style="font-family:inherit;font-size:10pt;"><span>$1,827,000</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$2,218,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$1,881,000</span></span><span style="font-family:inherit;font-size:10pt;"> for </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively. Estimated amortization expense for each of the next five years is expected to be </span><span style="font-family:inherit;font-size:10pt;"><span>$399,000</span></span><span style="font-family:inherit;font-size:10pt;"> for </span><span style="font-family:inherit;font-size:10pt;">2020</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$399,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2021</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$389,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2022</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$389,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2023</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$350,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2024</span><span style="font-family:inherit;font-size:10pt;">. Amortized intangibles are being amortized on a straight-line basis over remaining lives of </span><span style="font-family:inherit;font-size:10pt;"><span>1</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>4</span></span><span style="font-family:inherit;font-size:10pt;"> years with most of the intangibles being amortized over an average remaining life of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>4</span></span><span style="font-family:inherit;font-size:10pt;"> years.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In accordance with ASC 350, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Intangibles—Goodwill and Other</span><span style="font-family:inherit;font-size:10pt;">, the company reviews intangibles for impairment. The company's intangible assets consist of intangible assets with defined lives as well as intangible assets with indefinite lives. Defined-lived intangible assets consist principally of customer lists and developed technology. The company's indefinite lived intangible assets consist entirely of trademarks. </span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. </span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During 2019 and 2018, the company recognized an intangible impairment charge in the Institutional Products Group reporting unit, which is part of the North America segment, of </span><span style="font-family:inherit;font-size:10pt;"><span>$587,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$435,000</span></span><span style="font-family:inherit;font-size:10pt;"> after-tax) and </span><span style="font-family:inherit;font-size:10pt;"><span>$583,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$431,000</span></span><span style="font-family:inherit;font-size:10pt;"> after-tax) respectively, related to a trademark with an indefinite life. The fair value of the trademark was calculated using a relief from royalty payment methodology which requires applying an estimated market royalty rate to forecasted net sales and discounting the resulting cash flows to determine fair value.</span></div> <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company's intangibles consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Historical</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amortization</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Historical</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amortization</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Customer lists</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51,108</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51,108</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51,828</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>50,768</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Trademarks</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,479</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24,385</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">License agreements</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,884</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>770</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>733</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>733</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Developed technology</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,483</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,642</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,608</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,563</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Patents</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,521</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,521</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,500</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,497</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,163</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,150</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,162</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,149</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Intangibles</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>91,638</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65,191</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>91,216</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,710</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company's intangibles consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Historical</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amortization</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Historical</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Cost</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amortization</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Customer lists</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51,108</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51,108</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51,828</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>50,768</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Trademarks</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,479</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24,385</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">—</span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">License agreements</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,884</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>770</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>733</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>733</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Developed technology</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,483</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,642</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,608</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,563</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Patents</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,521</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,521</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,500</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,497</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,163</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,150</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,162</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,149</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Intangibles</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>91,638</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>65,191</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>91,216</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64,710</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 51108000 51108000 51828000 50768000 23479000 24385000 2884000 770000 733000 733000 7483000 6642000 7608000 6563000 5521000 5521000 5500000 5497000 1163000 1150000 1162000 1149000 91638000 65191000 91216000 64710000 1827000 2218000 1881000 399000 399000 389000 389000 350000 P1Y P4Y P4Y 587000 435000 583000 431000 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;">Current Liabilities</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;color:#003399;font-weight:bold;">Accrued Expenses</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued expenses as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consisted of accruals for the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Salaries and wages</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29,725</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,289</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taxes other than income taxes, primarily Value Added Taxes</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22,194</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,197</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Warranty</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,626</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,353</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rebates</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,743</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,966</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Severance</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,023</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,657</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Professional</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,869</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,888</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">IT service contracts</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,125</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Freight</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,744</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,363</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,608</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,992</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Advance payment on sale of land &amp; buildings</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,471</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred revenue</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,173</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,416</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Product liability, current portion</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,736</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,728</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">IT licenses</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,114</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Derivatives (foreign currency forward exchange contracts)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>905</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>219</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Insurance</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>699</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>738</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rent</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>415</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>483</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Supplemental Executive Retirement Program liability Plan (SERP)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>391</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>391</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other items, principally trade accruals</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,386</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,187</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d8d8d8;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued Expenses</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d8d8d8;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d8d8d8;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>120,947</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d8d8d8;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d8d8d8;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d8d8d8;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d8d8d8;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>99,867</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d8d8d8;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 sales 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.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company continuously assesses the adequacy of its product warranty accrual 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 field action and recalls, which could require additional warranty reserve provision. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. Rebates are netted against gross accounts receivables. If rebates are in excess of such receivables, they are then classified as accrued expenses. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In the fourth quarter of 2019, the company entered into an agreement with an IT provider to outsource substantially all of the company’s information technology business service activities, including, among other things, support, rationalization and upgrading of the company’s legacy information technology systems and implementation of a global enterprise resource planning (“ERP”) system. Accrued expenses related to IT outsourcing are reflected in IT service contracts. Separately, the company entered into licenses for a new ERP system which are shown as IT licenses.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In the third quarter of 2018, the company agreed to sell its Isny, Germany location with a net book value at the signing of the agreement of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$2,900,000</span></span><span style="font-family:inherit;font-size:10pt;">. In accordance with the agreement, control will not transfer to the buyer until </span><span style="font-family:inherit;font-size:10pt;">April 2020</span><span style="font-family:inherit;font-size:10pt;">; however, the company received an advance payment for a portion of the proceeds, as disclosed above. The advance payment was reflected in Other Long-Term Obligations as of December 31, 2018 and in the investing section of the Consolidated Statement of Cash Flows in the third quarter of 2018. The company will continue to record depreciation with respect to the Isny facility until control is transferred and expects to recognized a gain upon closing of the transaction when completed in 2020. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following is a reconciliation of the changes in accrued warranty costs for the reporting period (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance as of January 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,353</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22,468</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Warranties provided during the period</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,504</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,106</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Settlements made during the period</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10,882</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(13,731</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Changes in liability for pre-existing warranties during the period, including expirations</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>651</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>510</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance as of December 31</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,626</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,353</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Warranty reserves are subject to adjustment in future periods as new developments change the company's estimate of the total cost.</span></div> <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued expenses as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consisted of accruals for the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Salaries and wages</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29,725</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,289</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Taxes other than income taxes, primarily Value Added Taxes</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22,194</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,197</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Warranty</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,626</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,353</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rebates</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,743</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,966</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Severance</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,023</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,657</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Professional</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,869</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,888</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">IT service contracts</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,125</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Freight</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,744</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,363</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,608</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,992</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Advance payment on sale of land &amp; buildings</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,471</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred revenue</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,173</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,416</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Product liability, current portion</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,736</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,728</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">IT licenses</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,114</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Derivatives (foreign currency forward exchange contracts)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>905</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>219</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Insurance</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>699</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>738</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Rent</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>415</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>483</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Supplemental Executive Retirement Program liability Plan (SERP)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>391</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>391</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other items, principally trade accruals</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,386</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,187</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d8d8d8;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued Expenses</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d8d8d8;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d8d8d8;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>120,947</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d8d8d8;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d8d8d8;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d8d8d8;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d8d8d8;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>99,867</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d8d8d8;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 29725000 23289000 22194000 23197000 11626000 16353000 10743000 7966000 7023000 1657000 6869000 5888000 6125000 0 3744000 3363000 3608000 3992000 3471000 0 3173000 2416000 2736000 2728000 2114000 0 905000 219000 699000 738000 415000 483000 391000 391000 5386000 7187000 120947000 99867000 2900000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following is a reconciliation of the changes in accrued warranty costs for the reporting period (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance as of January 1</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,353</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22,468</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Warranties provided during the period</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,504</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,106</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Settlements made during the period</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10,882</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(13,731</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Changes in liability for pre-existing warranties during the period, including expirations</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>651</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>510</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance as of December 31</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,626</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,353</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 16353000 22468000 5504000 7106000 10882000 13731000 651000 510000 11626000 16353000 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;">Long-Term Debt</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Debt as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consisted of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Convertible senior notes at 5.00%, due in February 2021</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>56,628</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>130,260</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Convertible senior notes at 4.50%, due in June 2022</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>101,815</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>95,473</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Convertible senior notes at 5.00%, due in November 2024</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>60,817</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other obligations</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>262</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>219,522</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>225,733</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Less current maturities of long-term debt</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(58</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Long-Term Debt</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>219,464</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>225,733</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company had outstanding letters of credit of </span><span style="font-family:inherit;font-size:10pt;"><span>$8,827,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$3,123,000</span></span><span style="font-family:inherit;font-size:10pt;"> as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, respectively. There were </span><span style="color:#000000;">no</span><span style="font-family:inherit;font-size:10pt;"> borrowings denominated in foreign currencies as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> or </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">. For </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, the weighted average interest rate on all borrowings, excluding capital leases, was </span><span style="font-family:inherit;font-size:10pt;"><span>4.78%</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>4.78%</span></span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On </span><span style="font-family:inherit;font-size:10pt;">September 30, 2015</span><span style="font-family:inherit;font-size:10pt;">, the company entered into an Amended and Restated Revolving Credit and Security Agreement, which was subsequently amended (the "Credit Agreement") and which matures on </span><span style="font-family:inherit;font-size:10pt;">January 16, 2021</span><span style="font-family:inherit;font-size:10pt;">. 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 </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, debt fees yet to be amortized through </span><span style="font-family:inherit;font-size:10pt;">January 2021</span><span style="font-family:inherit;font-size:10pt;"> totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$809,000</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">U.S. and Canadian Borrowers Credit Facility</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$100,000,000</span></span><span style="font-family:inherit;font-size:10pt;">, subject to availability based on a borrowing base formula, under a senior secured revolving credit, letter of credit and swing line </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">loan facility (the “U.S. and Canadian Credit Facility”). Up to </span><span style="font-family:inherit;font-size:10pt;"><span>$25,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$25,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> to the extent requested by the company and agreed to by any Lender or new financial institution approved by the Administrative Agent. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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) </span><span style="font-family:inherit;font-size:10pt;"><span>85%</span></span><span style="font-family:inherit;font-size:10pt;"> of eligible U.S. accounts receivable </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">plus</span><span style="font-family:inherit;font-size:10pt;"> (b) the lesser of (i) </span><span style="font-family:inherit;font-size:10pt;"><span>70%</span></span><span style="font-family:inherit;font-size:10pt;"> of eligible U.S. inventory and eligible foreign in-transit inventory and (ii) </span><span style="font-family:inherit;font-size:10pt;"><span>85%</span></span><span style="font-family:inherit;font-size:10pt;"> of the net orderly liquidation value of eligible U.S. inventory and eligible foreign in-transit inventory (not to exceed </span><span style="font-family:inherit;font-size:10pt;"><span>$4,000,000</span></span><span style="font-family:inherit;font-size:10pt;">), </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">plus</span><span style="font-family:inherit;font-size:10pt;"> (c) the lesser of (i) </span><span style="font-family:inherit;font-size:10pt;"><span>85%</span></span><span style="font-family:inherit;font-size:10pt;"> of the net orderly liquidation value of U.S. eligible machinery and equipment and (ii) </span><span style="font-family:inherit;font-size:10pt;"><span>$146,000</span></span><span style="font-family:inherit;font-size:10pt;"> as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> (subject to reduction as provided in the Credit Agreement), </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">plus</span><span style="font-family:inherit;font-size:10pt;"> (d) </span><span style="font-family:inherit;font-size:10pt;"><span>85%</span></span><span style="font-family:inherit;font-size:10pt;"> of eligible Canadian accounts receivable, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">plus</span><span style="font-family:inherit;font-size:10pt;"> (e) the lesser of (i) </span><span style="font-family:inherit;font-size:10pt;"><span>70%</span></span><span style="font-family:inherit;font-size:10pt;"> of eligible Canadian inventory and (ii) </span><span style="font-family:inherit;font-size:10pt;"><span>85%</span></span><span style="font-family:inherit;font-size:10pt;"> of the net orderly liquidation value of eligible Canadian inventory, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">less</span><span style="font-family:inherit;font-size:10pt;"> (f) swing loans outstanding under the U.S. and Canadian Credit Facility, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">less</span><span style="font-family:inherit;font-size:10pt;"> (g) letters of credit issued and undrawn under the U.S. and Canadian Credit Facility, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">less</span><span style="font-family:inherit;font-size:10pt;"> (h) a </span><span style="font-family:inherit;font-size:10pt;"><span>$5,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> minimum availability reserve, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">less</span><span style="font-family:inherit;font-size:10pt;"> (i) other reserves required by the Administrative Agent, and in each case subject to the definitions and limitations in the Credit Agreement. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$22,603,000</span></span><span style="font-family:inherit;font-size:10pt;">, considering the minimum availability reserve, then-outstanding letters of credit, other reserves and the </span><span style="font-family:inherit;font-size:10pt;"><span>$6,750,000</span></span><span style="font-family:inherit;font-size:10pt;"> dominion trigger amount described below. Borrowings under the U.S. and Canadian Credit Facility are secured by substantially all the company's U.S. and Canadian assets, other than real estate.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest will accrue on outstanding indebtedness under the Credit Agreement at the LIBOR rate, plus a margin ranging from </span><span style="font-family:inherit;font-size:10pt;"><span>2.25%</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>2.75%</span></span><span style="font-family:inherit;font-size:10pt;">, or at the alternate base rate, plus a margin ranging from </span><span style="font-family:inherit;font-size:10pt;"><span>1.25%</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>1.75%</span></span><span style="font-family:inherit;font-size:10pt;">, as selected by the company. Borrowings under the U.S. and Canadian Credit Facility are subject to commitment fees of </span><span style="font-family:inherit;font-size:10pt;"><span>0.25%</span></span><span style="font-family:inherit;font-size:10pt;"> or </span><span style="font-family:inherit;font-size:10pt;"><span>0.375%</span></span><span style="font-family:inherit;font-size:10pt;"> per year, depending on utilization. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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) </span><span style="font-family:inherit;font-size:10pt;"><span>11.25%</span></span><span style="font-family:inherit;font-size:10pt;"> of the maximum amount that may be drawn under the U.S. and Canadian Credit Facility for five (</span><span style="font-family:inherit;font-size:10pt;"><span>5</span></span><span style="font-family:inherit;font-size:10pt;">) consecutive business days, or (ii) </span><span style="font-family:inherit;font-size:10pt;"><span>$5,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$6,750,000</span></span><span style="font-family:inherit;font-size:10pt;"> on any business day or </span><span style="font-family:inherit;font-size:10pt;"><span>$12,500,000</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Credit Agreement contains customary default provisions, with certain grace periods and exceptions, which provide for 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 </span><span style="font-family:inherit;font-size:10pt;"><span>10</span></span><span style="font-family:inherit;font-size:10pt;"> consecutive days. There were no borrowings outstanding under the U.S. and Canadian Credit Facility at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">European Credit Facility</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Credit Agreement also provides for a revolving credit, letter of credit and swing line loan facility which gives the company and European Borrowers the ability to borrow up to an aggregate principal amount of </span><span style="font-family:inherit;font-size:10pt;"><span>$30,000,000</span></span><span style="font-family:inherit;font-size:10pt;">, with a </span><span style="font-family:inherit;font-size:10pt;"><span>$5,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> sublimit for letters of credit and a </span><span style="font-family:inherit;font-size:10pt;"><span>$2,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> sublimit for swing line loans (the “European Credit Facility”). Up to </span><span style="font-family:inherit;font-size:10pt;"><span>$15,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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) </span><span style="font-family:inherit;font-size:10pt;"><span>85%</span></span><span style="font-family:inherit;font-size:10pt;"> of the European Borrower's eligible accounts receivable, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">less </span><span style="font-family:inherit;font-size:10pt;">(b) the European Borrower's borrowings and swing line loans outstanding under the European Credit Facility, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">less </span><span style="font-family:inherit;font-size:10pt;">(c) the European Borrower's letters of credit issued and undrawn under the European Credit Facility, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">less </span><span style="font-family:inherit;font-size:10pt;">(d) a </span><span style="font-family:inherit;font-size:10pt;"><span>$3,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> minimum availability reserve, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">less </span><span style="font-family:inherit;font-size:10pt;">(e) other reserves required by the European Agent, and in each case subject to the definitions and limitations in the Credit Agreement. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, the aggregate borrowing availability to the European Borrowers under the European Credit Facility was approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$11,913,000</span></span><span style="font-family:inherit;font-size:10pt;">, considering the </span><span style="font-family:inherit;font-size:10pt;"><span>$3,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> minimum availability reserve and a </span><span style="font-family:inherit;font-size:10pt;"><span>$3,375,000</span></span><span style="font-family:inherit;font-size:10pt;"> dominion trigger amount described below.</span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The aggregate principal amount of the European Credit Facility may be increased by up to </span><span style="font-family:inherit;font-size:10pt;"><span>$10,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Interest will accrue on outstanding indebtedness under the European Credit Facility at the overnight LIBOR rate, plus a margin ranging from </span><span style="font-family:inherit;font-size:10pt;"><span>2.50%</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>3.00%</span></span><span style="font-family:inherit;font-size:10pt;">, or for swing line loans, at the overnight LIBOR rate, plus a margin ranging from </span><span style="font-family:inherit;font-size:10pt;"><span>2.50%</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>3.00%</span></span><span style="font-family:inherit;font-size:10pt;">, as selected by the company. The margin will be adjusted quarterly based on utilization. Borrowings under the European Credit Facility are subject to commitment fees of between </span><span style="font-family:inherit;font-size:10pt;"><span>0.25%</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>0.375%</span></span><span style="font-family:inherit;font-size:10pt;"> per year, depending on utilization. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 compose the European Credit Facility) are cross collateralized, and the U.S. personal property assets previously pledged under the U.S. and Canadian Credit Facility also serve as collateral for the European Credit Facility. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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, dispositions of assets, additional credit facilities, sales of receivables, additional indebtedness and intercompany indebtedness, all subject to limitations set </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">forth in the Credit Agreement. The Credit Agreement also contains a covenant requiring the European Borrowers to maintain undrawn availability under the European Credit Facility of not less than the greater of (i) </span><span style="font-family:inherit;font-size:10pt;"><span>11.25%</span></span><span style="font-family:inherit;font-size:10pt;"> of the maximum amount that may be drawn under the European Credit Facility for five (</span><span style="font-family:inherit;font-size:10pt;"><span>5</span></span><span style="font-family:inherit;font-size:10pt;">) consecutive business days, or (ii) </span><span style="font-family:inherit;font-size:10pt;"><span>$3,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$3,375,000</span></span><span style="font-family:inherit;font-size:10pt;"> on any business day or </span><span style="font-family:inherit;font-size:10pt;"><span>12.50%</span></span><span style="font-family:inherit;font-size:10pt;"> of the maximum amount that may be drawn under the European Credit Facility for five (</span><span style="font-family:inherit;font-size:10pt;"><span>5</span></span><span style="font-family:inherit;font-size:10pt;">) 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. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>10</span></span><span style="font-family:inherit;font-size:10pt;"> consecutive days. There were no borrowings outstanding under the European Credit Facility at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-bottom:16px;padding-top:16px;text-align:justify;text-indent:6px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Convertible senior notes due 2021</span></div><div style="line-height:120%;padding-bottom:16px;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In the first quarter of 2016, the company issued </span><span style="font-family:inherit;font-size:10pt;"><span>$150,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> aggregate principal amount of </span><span style="font-family:inherit;font-size:10pt;"><span>5.00%</span></span><span style="font-family:inherit;font-size:10pt;"> 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 notes bear interest at a rate of </span><span style="font-family:inherit;font-size:10pt;"><span>5.00%</span></span><span style="font-family:inherit;font-size:10pt;"> per year payable semi-annually in arrears on </span><span style="font-family:inherit;font-size:10pt;">February 15</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">August 15</span><span style="font-family:inherit;font-size:10pt;"> of each year, beginning </span><span style="font-family:inherit;font-size:10pt;">August 15, 2016</span><span style="font-family:inherit;font-size:10pt;">. The notes will mature on </span><span style="font-family:inherit;font-size:10pt;">February 15, 2021</span><span style="font-family:inherit;font-size:10pt;">, unless repurchased or converted in accordance with their terms prior to such date. Prior to </span><span style="font-family:inherit;font-size:10pt;">August 15, 2020</span><span style="font-family:inherit;font-size:10pt;">, 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. Prior to </span><span style="font-family:inherit;font-size:10pt;">May 16, 2019</span><span style="font-family:inherit;font-size:10pt;">, the 2021 notes were convertible, subject to certain conditions, into cash only. On </span><span style="font-family:inherit;font-size:10pt;">May 16, 2019</span><span style="font-family:inherit;font-size:10pt;">, the company obtained shareholder approval under applicable New York Stock Exchange rules such that conversion of 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. At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$61,091,000</span></span><span style="font-family:inherit;font-size:10pt;"> aggregate principal amount of the 2021 Notes remained outstanding, following the repurchase and exchange transactions completed in 2019, as further discussed below.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;">August 15, 2020</span><span style="font-family:inherit;font-size:10pt;"> only under the following circumstances: (1) during any fiscal quarter commencing after </span><span style="font-family:inherit;font-size:10pt;">March 31, 2016</span><span style="font-family:inherit;font-size:10pt;"> (and only during such fiscal quarter), if the last reported sale price of the company’s Common Shares for at least </span><span style="font-family:inherit;font-size:10pt;"><span>20</span></span><span style="font-family:inherit;font-size:10pt;"> trading days (whether or not consecutive) during the period of </span><span style="font-family:inherit;font-size:10pt;"><span>30</span></span><span style="font-family:inherit;font-size:10pt;"> consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to </span><span style="font-family:inherit;font-size:10pt;"><span>130%</span></span><span style="font-family:inherit;font-size:10pt;"> of the applicable conversion price for the 2021 notes on each applicable trading day; (2) during the five business day period after any </span><span style="font-family:inherit;font-size:10pt;"><span>10</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>98%</span></span><span style="font-family:inherit;font-size:10pt;"> 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. On or after </span><span style="font-family:inherit;font-size:10pt;">August 15, 2020</span><span style="font-family:inherit;font-size:10pt;"> until the close of business on the second scheduled trading day immediately preceding the maturity of the 2021 Notes, holders may convert their 2021 Notes, at the option of the holder, regardless of the foregoing circumstances.</span></div><div style="line-height:120%;padding-bottom:16px;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Holders of the 2021 notes will have the right to require the company to repurchase all or some of their 2021 notes at </span><span style="font-family:inherit;font-size:10pt;"><span>100%</span></span><span style="font-family:inherit;font-size:10pt;"> of their principal, plus any accrued and unpaid interest, upon the occurrence of certain fundamental changes. The initial conversion rate is </span><span style="font-family:inherit;font-size:10pt;"><span>60.0492</span></span><span style="font-family:inherit;font-size:10pt;"> common shares per </span><span style="font-family:inherit;font-size:10pt;"><span>$1,000</span></span><span style="font-family:inherit;font-size:10pt;"> principal amount of 2021 notes (equivalent to an initial conversion price of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$16.65</span></span><span style="font-family:inherit;font-size:10pt;"> per common share). Until the company received shareholder approval on </span><span style="font-family:inherit;font-size:10pt;">May 16, 2019</span><span style="font-family:inherit;font-size:10pt;"> authorizing it to elect to settle future conversions of the 2021 Notes in common shares, the company separately accounted for the conversion features as a derivative. The derivative was capitalized on the balance sheet as a long-term liability with adjustment to reflect fair value each quarter until the change to the conversion features as a result of the shareholder approval received on </span><span style="font-family:inherit;font-size:10pt;">May 16, 2019</span><span style="font-family:inherit;font-size:10pt;"> resulted in the termination of the derivative. The fair value of the convertible debt conversion liability at issuance was </span><span style="font-family:inherit;font-size:10pt;"><span>$34,480,000</span></span><span style="font-family:inherit;font-size:10pt;">. The fair value of the convertible debt conversion liability at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;"><span>$0</span></span><span style="font-family:inherit;font-size:10pt;"> compared to </span><span style="font-family:inherit;font-size:10pt;"><span>$1,458,000</span></span><span style="font-family:inherit;font-size:10pt;"> as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">. The company recognized a </span><span style="font-family:inherit;font-size:10pt;">loss</span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;"><span>$2,210,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> compared to a </span><span style="font-family:inherit;font-size:10pt;">gain</span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;"><span>$51,696,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> related to the convertible debt conversion liability. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Derivatives and Hedging</span><span style="font-family:inherit;font-size:10pt;">, 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 adjusted to reflect fair value each quarter until no longer accounted for separately as a result of obtaining shareholder approval in May 2019 to settle the Notes with common shares. The fair value of the convertible note hedge assets at issuance was </span><span style="font-family:inherit;font-size:10pt;"><span>$27,975,000</span></span><span style="font-family:inherit;font-size:10pt;">. The fair value of the convertible note hedge asset at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;"><span>$0</span></span><span style="font-family:inherit;font-size:10pt;"> compared to </span><span style="font-family:inherit;font-size:10pt;"><span>$1,028,000</span></span><span style="font-family:inherit;font-size:10pt;"> as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">. The company recognized a </span><span style="font-family:inherit;font-size:10pt;">gain</span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;"><span>$2,852,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> compared to a </span><span style="font-family:inherit;font-size:10pt;">loss</span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;"><span>$45,887,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> related to the convertible note hedge asset. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$22.4175</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Derivatives and Hedging</span><span style="font-family:inherit;font-size:10pt;">, ASC 815, and determined that the warrants met 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$12,376,000</span></span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The net proceeds from the offering of the 2021 notes were approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$144,034,000</span></span><span style="font-family:inherit;font-size:10pt;">, after deducting fees and offering expenses of </span><span style="font-family:inherit;font-size:10pt;"><span>$5,966,000</span></span><span style="font-family:inherit;font-size:10pt;">, which were paid in 2016. These debt issuance costs were capitalized and are being amortized as interest expense through February 2021 unless required to be expensed earlier. In accordance with ASU 2015-03,</span><span style="font-family:inherit;font-size:10pt;font-style:italic;"> Simplifying the Presentation of Debt Issuance Costs</span><span style="font-family:inherit;font-size:10pt;">, these debt issuance costs are presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability. Approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$5,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$15,600,000</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-bottom:16px;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During the third quarter of 2019, the company used an aggregate of </span><span style="font-family:inherit;font-size:10pt;"><span>$14,708,000</span></span><span style="font-family:inherit;font-size:10pt;"> in cash to repurchase a total amount of </span><span style="font-family:inherit;font-size:10pt;"><span>$16,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> in principal amount of 2021 Notes. After recognizing expenses on unamortized fees and discounts associated with the repurchased 2021 Notes, the repurchases resulted in a net reduction of debt of </span><span style="font-family:inherit;font-size:10pt;"><span>$14,367,000</span></span><span style="font-family:inherit;font-size:10pt;"> and a net loss on the repurchases of </span><span style="font-family:inherit;font-size:10pt;"><span>$280,000</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During the fourth quarter of 2019, the company entered into separate privately negotiated agreements with certain holders of its 2021 Notes to exchange </span><span style="font-family:inherit;font-size:10pt;"><span>$72,909,000</span></span><span style="font-family:inherit;font-size:10pt;"> in aggregate principal amount of 2021 Notes (the “Exchange Transactions”) for aggregate consideration of </span><span style="font-family:inherit;font-size:10pt;"><span>$72,909,000</span></span><span style="font-family:inherit;font-size:10pt;"> in aggregate principal amount of new </span><span style="font-family:inherit;font-size:10pt;"><span>5.00%</span></span><span style="font-family:inherit;font-size:10pt;"> Convertible Senior Exchange Notes due 2024 (the “2024 Notes”) of the company and </span><span style="font-family:inherit;font-size:10pt;"><span>$6,928,000</span></span><span style="font-family:inherit;font-size:10pt;"> in cash. See "Convertible senior notes due 2024" below for more information. As a result of the exchange transaction in the fourth quarter of 2019 and the repurchase of </span><span style="font-family:inherit;font-size:10pt;"><span>$16,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> in principal amount of 2021 Notes in the third quarter of 2019, a partial unwind of the note hedge options and warrants entered into with the issuance of the 2021 Notes also occurred during the fourth quarter of 2019. Note hedge options outstanding were reduced from the original number of </span><span style="font-family:inherit;font-size:10pt;"><span>300,000</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>138,182</span></span><span style="font-family:inherit;font-size:10pt;"> and warrants were reduced from the initial number of </span><span style="font-family:inherit;font-size:10pt;"><span>9,007,380</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>3,860,624</span></span><span style="font-family:inherit;font-size:10pt;">. The partial unwind of the note hedge options and warrants resulted in no net impact to cash or paid in capital. </span></div><div style="line-height:120%;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The liability components of the 2021 notes consist of the following (in thousands):</span></div><div style="line-height:120%;padding-top:8px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:48%;"/><td style="width:1%;"/><td style="width:23%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:23%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Principal amount of liability component</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>61,091</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>150,000</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Unamortized discount</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(3,916</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(17,193</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Debt fees</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(547</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(2,547</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Net carrying amount of liability component</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>56,628</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>130,260</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The unamortized discount of </span><span style="font-family:inherit;font-size:10pt;"><span>$3,916,000</span></span><span style="font-family:inherit;font-size:10pt;"> is to be amortized through February 2021. The effective interest rate on the liability component was </span><span style="font-family:inherit;font-size:10pt;"><span>11.1%</span></span><span style="font-family:inherit;font-size:10pt;">. Non-cash interest expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$6,672,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$6,706,000</span></span><span style="font-family:inherit;font-size:10pt;"> was recognized in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, respectively, in comparison to actual interest expense accrued of </span><span style="font-family:inherit;font-size:10pt;"><span>$6,803,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$7,500,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, respectively, based on the stated coupon rate of </span><span style="font-family:inherit;font-size:10pt;"><span>5.0%</span></span><span style="font-family:inherit;font-size:10pt;">. The 2021 notes were not convertible as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> nor was the applicable conversion threshold met. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Convertible senior notes due 2022</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In the second quarter of 2017, the company issued </span><span style="font-family:inherit;font-size:10pt;"><span>$120,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> aggregate principal amount of </span><span style="font-family:inherit;font-size:10pt;"><span>4.50%</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">interest at a rate of </span><span style="font-family:inherit;font-size:10pt;"><span>4.50%</span></span><span style="font-family:inherit;font-size:10pt;"> per year payable semi-annually in arrears on </span><span style="font-family:inherit;font-size:10pt;">June 1</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="color:#000000;">December 1</span><span style="font-family:inherit;font-size:10pt;"> of each year, beginning </span><span style="font-family:inherit;font-size:10pt;">December 1, 2017</span><span style="font-family:inherit;font-size:10pt;">. The 2022 notes will mature on </span><span style="font-family:inherit;font-size:10pt;">June 1, 2022</span><span style="font-family:inherit;font-size:10pt;">, unless repurchased or converted in accordance with their terms prior to such date. Prior to </span><span style="font-family:inherit;font-size:10pt;">December 1, 2021</span><span style="font-family:inherit;font-size:10pt;">, 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. Prior to </span><span style="font-family:inherit;font-size:10pt;">May 16, 2019</span><span style="font-family:inherit;font-size:10pt;">, the 2022 notes were convertible, subject to certain conditions, into cash only. On </span><span style="font-family:inherit;font-size:10pt;">May 16, 2019</span><span style="font-family:inherit;font-size:10pt;">, the company obtained shareholder approval under applicable New York Stock Exchange rules such that conversion of 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. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Holders of the 2022 notes may 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 </span><span style="font-family:inherit;font-size:10pt;">September 30, 2017</span><span style="font-family:inherit;font-size:10pt;"> (and only during such fiscal quarter), if the last reported sale price of the company’s Common Shares for at least </span><span style="font-family:inherit;font-size:10pt;"><span>20</span></span><span style="font-family:inherit;font-size:10pt;"> trading days (whether or not consecutive) during the period of </span><span style="font-family:inherit;font-size:10pt;"><span>30</span></span><span style="font-family:inherit;font-size:10pt;"> consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to </span><span style="font-family:inherit;font-size:10pt;"><span>130%</span></span><span style="font-family:inherit;font-size:10pt;"> of the applicable conversion price for the 2022 notes on each applicable trading day; (2) during the five business day period after any </span><span style="font-family:inherit;font-size:10pt;"><span>10</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>98%</span></span><span style="font-family:inherit;font-size:10pt;"> of the product of the last reported sale price of the company’s Common Shares and the applicable conversion rate for the 2022 notes on each such trading day; or (3) upon the occurrence of specified corporate events described in the Indenture. On or after </span><span style="font-family:inherit;font-size:10pt;">December 1, 2021</span><span style="font-family:inherit;font-size:10pt;"> until the close of business on the second scheduled trading day immediately preceding the maturity of the 2022 Notes, holders may convert their 2022 Notes, at the option of the holder, regardless of the foregoing circumstances.</span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Holders of the 2022 notes will have the right to require the company to repurchase all or some of their 2022 notes at </span><span style="font-family:inherit;font-size:10pt;"><span>100%</span></span><span style="font-family:inherit;font-size:10pt;"> of their principal, plus any accrued and unpaid interest, upon the occurrence of certain fundamental changes. The initial conversion rate is </span><span style="font-family:inherit;font-size:10pt;"><span>61.6095</span></span><span style="font-family:inherit;font-size:10pt;"> common shares per </span><span style="font-family:inherit;font-size:10pt;"><span>$1,000</span></span><span style="font-family:inherit;font-size:10pt;"> principal amount of 2022 notes (equivalent to an initial conversion price of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$16.23</span></span><span style="font-family:inherit;font-size:10pt;"> per common share). Until the company received shareholder approval on </span><span style="font-family:inherit;font-size:10pt;">May 16, 2019</span><span style="font-family:inherit;font-size:10pt;"> authorizing it to elect to settle future conversions of the 2022 Notes in common shares, the company separately accounted for the conversion features as a derivative. The derivative was capitalized on the balance sheet as a long-term liability with adjustment to reflect fair </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">value each quarter until the change to the conversion features as a result of the shareholder approval received on </span><span style="font-family:inherit;font-size:10pt;">May 16, 2019</span><span style="font-family:inherit;font-size:10pt;"> resulted in the termination of the derivative. The fair value of the convertible debt conversion liability at issuance was </span><span style="font-family:inherit;font-size:10pt;"><span>$28,859,000</span></span><span style="font-family:inherit;font-size:10pt;">. The fair value of the convertible debt conversion liability at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;"><span>$0</span></span><span style="font-family:inherit;font-size:10pt;"> compared to </span><span style="font-family:inherit;font-size:10pt;"><span>$2,611,000</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">. The company recognized a </span><span style="font-family:inherit;font-size:10pt;">loss</span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;"><span>$6,193,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> compared to a gain of </span><span style="font-family:inherit;font-size:10pt;"><span>$50,803,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> related to the convertible debt conversion liability. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Derivatives and Hedging</span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$24,780,000</span></span><span style="font-family:inherit;font-size:10pt;">. The fair value of the convertible note hedge assets at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;"><span>$0</span></span><span style="font-family:inherit;font-size:10pt;"> compared to </span><span style="font-family:inherit;font-size:10pt;"><span>$2,062,000</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">. The company recognized a </span><span style="font-family:inherit;font-size:10pt;">gain</span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;"><span>$6,748,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> compared to a loss of </span><span style="font-family:inherit;font-size:10pt;"><span>$44,618,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> related to the convertible note hedge asset. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$21.4375</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Derivatives and Hedging</span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$14,100,000</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The net proceeds from the offering of the 2022 notes were approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$115,289,000</span></span><span style="font-family:inherit;font-size:10pt;">, after deducting fees and offering expenses of </span><span style="font-family:inherit;font-size:10pt;"><span>$4,711,000</span></span><span style="font-family:inherit;font-size:10pt;">, which were paid in 2017. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">These debt issuance costs were capitalized and are being amortized as interest expense through June 2022. In accordance with ASU 2015-03,</span><span style="font-family:inherit;font-size:10pt;font-style:italic;"> Simplifying the Presentation of Debt Issuance Costs</span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$10,680,000</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The liability components of the 2022 notes consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:48%;"/><td style="width:1%;"/><td style="width:23%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:23%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Principal amount of liability component</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>120,000</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>120,000</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Unamortized discount</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(16,027</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(21,476</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Debt fees</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(2,158</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(3,051</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Net carrying amount of liability component</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>101,815</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>95,473</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The unamortized discount of </span><span style="font-family:inherit;font-size:10pt;"><span>$16,027,000</span></span><span style="font-family:inherit;font-size:10pt;"> is to be amortized through June 2022. The effective interest rate on the liability component was </span><span style="font-family:inherit;font-size:10pt;"><span>10.9%</span></span><span style="font-family:inherit;font-size:10pt;">. Non-cash interest expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$5,448,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$4,902,000</span></span><span style="font-family:inherit;font-size:10pt;"> was recognized in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, respectively, in comparison to actual interest expense accrued of </span><span style="font-family:inherit;font-size:10pt;"><span>$5,400,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$5,400,000</span></span><span style="font-family:inherit;font-size:10pt;"> for the same periods, based on the stated coupon rate of </span><span style="font-family:inherit;font-size:10pt;"><span>4.5%</span></span><span style="font-family:inherit;font-size:10pt;">. The 2022 notes were not convertible as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> nor was the applicable conversion threshold met. </span></div><div style="line-height:120%;padding-bottom:16px;padding-top:16px;text-align:justify;text-indent:6px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Convertible senior notes due 2024</span></div><div style="line-height:120%;padding-bottom:16px;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During the fourth quarter of 2019, the company entered into separate privately negotiated agreements with certain holders of its 2021 Notes to exchange </span><span style="font-family:inherit;font-size:10pt;"><span>$72,909,000</span></span><span style="font-family:inherit;font-size:10pt;"> in aggregate principal amount of 2021 Notes (the “Exchange Transactions”) for aggregate consideration of </span><span style="font-family:inherit;font-size:10pt;"><span>$72,909,000</span></span><span style="font-family:inherit;font-size:10pt;"> in aggregate principal amount of new </span><span style="font-family:inherit;font-size:10pt;"><span>5.00%</span></span><span style="font-family:inherit;font-size:10pt;"> Convertible Senior Exchange Notes due 2024 (the “2024 Notes”) of the company and </span><span style="font-family:inherit;font-size:10pt;"><span>$6,928,000</span></span><span style="font-family:inherit;font-size:10pt;"> in cash. </span></div><div style="line-height:120%;padding-bottom:16px;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The notes bear interest at a rate of </span><span style="font-family:inherit;font-size:10pt;"><span>5.00%</span></span><span style="font-family:inherit;font-size:10pt;"> per year payable semi-annually in arrears on </span><span style="font-family:inherit;font-size:10pt;">May 15</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">November 15</span><span style="font-family:inherit;font-size:10pt;"> of each year, beginning </span><span style="font-family:inherit;font-size:10pt;">May 15, 2020</span><span style="font-family:inherit;font-size:10pt;">. The notes will mature on </span><span style="font-family:inherit;font-size:10pt;">November 15, 2024</span><span style="font-family:inherit;font-size:10pt;">, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to </span><span style="font-family:inherit;font-size:10pt;">May 15, 2024</span><span style="font-family:inherit;font-size:10pt;">, the 2024 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. The 2024 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. </span></div><div style="line-height:120%;padding-bottom:16px;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Prior to the maturity of the 2024 Notes, the company may, at its election, redeem for cash all or part of the 2024 Notes if the last reported sale price of the company’s common shares equals or exceeds </span><span style="font-family:inherit;font-size:10pt;"><span>130%</span></span><span style="font-family:inherit;font-size:10pt;"> of the conversion price then in effect for at least </span><span style="font-family:inherit;font-size:10pt;"><span>20</span></span><span style="font-family:inherit;font-size:10pt;"> trading days (whether or not consecutive) during any </span><span style="font-family:inherit;font-size:10pt;"><span>30</span></span><span style="font-family:inherit;font-size:10pt;"> consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the company provides notice of redemption. The redemption price will be equal to </span><span style="font-family:inherit;font-size:10pt;"><span>100%</span></span><span style="font-family:inherit;font-size:10pt;"> of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (subject to certain limited exceptions). No sinking fund is provided for the 2024 Notes, which means the company is not required to redeem or retire the 2024 Notes periodically.</span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Holders of the 2024 notes may convert their 2024 notes at their option at any time prior to the close of business on the business day immediately preceding </span><span style="font-family:inherit;font-size:10pt;">May 15, 2024</span><span style="font-family:inherit;font-size:10pt;"> only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending </span><span style="font-family:inherit;font-size:10pt;">December 31, 2016</span><span style="font-family:inherit;font-size:10pt;"> (and only during such calendar quarter), if the last reported sale price of the company’s Common Shares for at least </span><span style="font-family:inherit;font-size:10pt;"><span>20</span></span><span style="font-family:inherit;font-size:10pt;"> trading days (whether or not consecutive) during the period of </span><span style="font-family:inherit;font-size:10pt;"><span>30</span></span><span style="font-family:inherit;font-size:10pt;"> consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to </span><span style="font-family:inherit;font-size:10pt;"><span>130%</span></span><span style="font-family:inherit;font-size:10pt;"> of the conversion price for the 2024 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 2024 notes for each trading day of such measurement period was less than </span><span style="font-family:inherit;font-size:10pt;"><span>98%</span></span><span style="font-family:inherit;font-size:10pt;"> of the product of the last reported sale price of the company’s Common Shares and the applicable conversion rate for the 2024 notes on each such trading day; (3) upon the occurrence of specified corporate events described in the Indenture; or (4) if the company calls the 2024 Notes for redemption pursuant to the terms of the Indenture. Holders of the 2024 notes will have the right to require the company to repurchase all or some of their 2024 notes at </span><span style="font-family:inherit;font-size:10pt;"><span>100%</span></span><span style="font-family:inherit;font-size:10pt;"> of their principal, plus any accrued and unpaid interest, upon the occurrence of certain fundamental changes. The initial conversion rate is </span><span style="font-family:inherit;font-size:10pt;"><span>67.6819</span></span><span style="font-family:inherit;font-size:10pt;"> common shares per </span><span style="font-family:inherit;font-size:10pt;"><span>$1,000</span></span><span style="font-family:inherit;font-size:10pt;"> principal amount of 2024 notes (equivalent to an initial conversion price of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$14.78</span></span><span style="font-family:inherit;font-size:10pt;"> per common share). On or after </span><span style="font-family:inherit;font-size:10pt;">May 15, 2024</span><span style="font-family:inherit;font-size:10pt;"> until the close of business on the second scheduled trading day immediately preceding the maturity of the 2024 Notes, holders may convert their 2024 Notes, at the option of the holder, regardless of the foregoing circumstances.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A loss of </span><span style="font-family:inherit;font-size:10pt;"><span>$5,885,000</span></span><span style="font-family:inherit;font-size:10pt;"> was recorded a part of the exchange transaction, which included the write-off of fees related to the portion of the 2021 note exchanged. Debt issuance costs of </span><span style="font-family:inherit;font-size:10pt;"><span>$1,394,000</span></span><span style="font-family:inherit;font-size:10pt;"> were capitalized and are being amortized as interest expense through </span><span style="font-family:inherit;font-size:10pt;">November 15</span><span style="font-family:inherit;font-size:10pt;">. In accordance with </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">ASU 2015-03,</span><span style="font-family:inherit;font-size:10pt;font-style:italic;"> Simplifying the Presentation of Debt Issuance Costs</span><span style="font-family:inherit;font-size:10pt;">, these debt issuance costs are presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability. The liability components of the 2024 notes consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="5"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:23%;"/><td style="width:1%;"/><td style="width:2%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Principal amount of liability component</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>72,909</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Unamortized discount</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(10,733</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Debt fees</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,359</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Net carrying amount of liability component</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>60,817</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The unamortized discount of </span><span style="font-family:inherit;font-size:10pt;"><span>$10,733,000</span></span><span style="font-family:inherit;font-size:10pt;"> is to be amortized through </span><span style="font-family:inherit;font-size:10pt;">November 15</span><span style="font-family:inherit;font-size:10pt;">, 2024. The effective interest rate on the liability component was </span><span style="font-family:inherit;font-size:10pt;"><span>8.77%</span></span><span style="font-family:inherit;font-size:10pt;">. Non-cash interest expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$205,000</span></span><span style="font-family:inherit;font-size:10pt;"> was recognized in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> in comparison to actual interest expense accrued of </span><span style="font-family:inherit;font-size:10pt;"><span>$456,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> based on the stated coupon rate of </span><span style="font-family:inherit;font-size:10pt;"><span>5.0%</span></span><span style="font-family:inherit;font-size:10pt;">. The 2024 notes were not convertible as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> nor was the applicable conversion threshold met.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The aggregate minimum maturities of long-term debt for each of the next five years are as follows: </span><span style="font-family:inherit;font-size:10pt;"><span>$4,825,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2020</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$66,802,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2021</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$124,654,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2022</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$4,500,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2023</span><span style="font-family:inherit;font-size:10pt;">, and </span><span style="font-family:inherit;font-size:10pt;"><span>$77,311,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2024</span><span style="font-family:inherit;font-size:10pt;">. Interest paid on all borrowings was </span><span style="font-family:inherit;font-size:10pt;"><span>$15,042,000</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$14,526,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$11,955,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div> <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Debt as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consisted of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Convertible senior notes at 5.00%, due in February 2021</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>56,628</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>130,260</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Convertible senior notes at 4.50%, due in June 2022</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>101,815</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>95,473</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Convertible senior notes at 5.00%, due in November 2024</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>60,817</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other obligations</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>262</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>219,522</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>225,733</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Less current maturities of long-term debt</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(58</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Long-Term Debt</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>219,464</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>225,733</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div> 56628000 130260000 101815000 95473000 60817000 0 262000 0 219522000 225733000 58000 0 219464000 225733000 8827000 3123000 0.0478 0.0478 809000 100000000 25000000 25000000 0.85 0.70 0.85 4000000 0.85 146000 0.85 0.70 0.85 5000000 22603000 6750000 0.0225 0.0275 0.0125 0.0175 0.0025 0.00375 0.1125 P5D 5000000 6750000 12500000 P10D 30000000 5000000 2000000 15000000 0.85 3000000 11913000 3000000 3375000 10000000 0.0250 0.0300 0.0250 0.0300 0.0025 0.00375 0.1125 P5D 3000000 3375000 0.1250 P5D P10D 150000000 0.0500 0.0500 61091000 P20D 30 1.30 10 0.98 1 60.0492 1000 16.65 34480000 0 1458000 -2210000 51696000 27975000 0 1028000 2852000 -45887000 22.4175 12376000 144034000 5966000 5000000 15600000 14708000 16000000 14367000 -280000 72909000 72909000 0.0500 6928000 16000000 300000 138182 9007380 3860624 <div style="line-height:120%;padding-top:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The liability components of the 2021 notes consist of the following (in thousands):</span></div><div style="line-height:120%;padding-top:8px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:48%;"/><td style="width:1%;"/><td style="width:23%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:23%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Principal amount of liability component</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>61,091</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>150,000</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Unamortized discount</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(3,916</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(17,193</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Debt fees</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(547</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(2,547</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Net carrying amount of liability component</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>56,628</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>130,260</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 61091000 150000000 3916000 17193000 -547000 -2547000 56628000 130260000 3916000 0.111 6672000 6706000 6803000 7500000 0.050 120000000 0.0450 0.0450 P20D 30 1.30 10 0.98 1 61.6095 1000 16.23 28859000 0 2611000 -6193000 50803000 24780000 0 2062000 6748000 -44618000 21.4375 14100000 115289000 4711000 -10680000 <div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The liability components of the 2022 notes consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:48%;"/><td style="width:1%;"/><td style="width:23%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:23%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Principal amount of liability component</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>120,000</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>120,000</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Unamortized discount</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(16,027</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(21,476</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Debt fees</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(2,158</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(3,051</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Net carrying amount of liability component</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>101,815</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>95,473</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 120000000 120000000 16027000 21476000 -2158000 -3051000 101815000 95473000 16027000 0.109 5448000 4902000 5400000 5400000 0.045 72909000 72909000 0.0500 6928000 0.0500 1.30 P20D 30 1 P20D 30 1.30 0.98 1 67.6819 1000 14.78 5885000 1394000 The liability components of the 2024 notes consist of the following (in thousands):<div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="5"/></tr><tr><td style="width:73%;"/><td style="width:1%;"/><td style="width:23%;"/><td style="width:1%;"/><td style="width:2%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Principal amount of liability component</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>72,909</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Unamortized discount</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(10,733</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Debt fees</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,359</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Net carrying amount of liability component</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>60,817</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 72909000 10733000 -1359000 60817000 10733000 0.0877 205000 456000 0.050 4825000 66802000 124654000 4500000 77311000 15042000 14526000 11955000 <div style="line-height:120%;padding-bottom:4px;text-align:center;font-size:10pt;"><hr/><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other long-term obligations as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred income taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,376</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24,681</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Product liability</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,414</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,865</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pension</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,006</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,670</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred gain on sale leaseback</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,819</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,124</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Supplemental Executive Retirement Plan liability</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,433</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,250</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred compensation</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,354</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,577</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Uncertain tax obligation including interest</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,612</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,140</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Advance payment on sale of land &amp; buildings</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,524</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Convertible 2022 debt conversion liability</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,611</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Convertible 2021 debt conversion liability</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,458</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,935</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,065</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other long-term obligations</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>66,949</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>74,965</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> <div style="line-height:120%;padding-bottom:4px;text-align:center;font-size:10pt;"><hr/><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other long-term obligations as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred income taxes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,376</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24,681</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Product liability</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,414</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,865</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Pension</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,006</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,670</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred gain on sale leaseback</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,819</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,124</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Supplemental Executive Retirement Plan liability</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,433</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,250</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred compensation</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,354</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,577</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Uncertain tax obligation including interest</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,612</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,140</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Advance payment on sale of land &amp; buildings</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,524</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Convertible 2022 debt conversion liability</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,611</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Convertible 2021 debt conversion liability</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,458</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,935</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,065</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other long-term obligations</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>66,949</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>74,965</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The convertible debt conversion liability amounts included in the above table represent the fair values of the conversion liabilities as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">. On </span><span style="font-family:inherit;font-size:10pt;">May 16, 2019</span><span style="font-family:inherit;font-size:10pt;">, the company received shareholder approval authorizing it to elect to settle future conversions of convertible notes in common shares. As a result of the shareholder approval, the conversion liabilities and note hedge assets may no longer be bifurcated and accounted for as separate derivatives and thus they are no longer accounted for by the company as separate obligations. See "Long-Term Debt" in the notes to the Consolidated Financial Statements included elsewhere in this report for more detail. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On </span><span style="font-family:inherit;font-size:10pt;">April 23, 2015</span><span style="font-family:inherit;font-size:10pt;">, the company entered into a real estate sales leaseback transaction which resulted in the recording of an initial deferred gain of </span><span style="font-family:inherit;font-size:10pt;"><span>$7,414,000</span></span><span style="font-family:inherit;font-size:10pt;">, the majority of which is included in Other Long-Term Obligations and will be recognized over the 20-year life of the leases. The gain realized was </span><span style="font-family:inherit;font-size:10pt;"><span>$295,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$284,000</span></span><span style="font-family:inherit;font-size:10pt;"> as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, respectively. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In the third quarter of 2018, the company agreed to sell its Isny, Germany location with a net book value at the signing of the agreement of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$2,900,000</span></span><span style="font-family:inherit;font-size:10pt;">. In accordance with the agreement, title will not transfer to the buyer until April 2020; however, the company received an advance payment for a portion of the proceeds, originally disclosed above and now reclassed as a short-term obligation in Accrued Expenses. The advance payment is reflected in the investing section of the Consolidated Statement of Cash Flows. The company will continue to record depreciation with respect to the Isny facility until control is transferred and expects to recognize a gain upon closing of the transaction when completed in 2020.</span></div> 23376000 24681000 13414000 13865000 7006000 6670000 5819000 6124000 5433000 5250000 5354000 5577000 2612000 2140000 0 3524000 0 2611000 0 1458000 3935000 3065000 66949000 74965000 7414000 295000 284000 2900000 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Leases and Commitments</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company reviews new contracts in accordance with ASU 2016-02, "Leases" to determine if the contracts include a lease. To the extent a lease agreement includes an extension option that is reasonably certain to be exercised, the company has recognized those amounts as part of the right-of-use assets and lease liabilities. The company combines lease and non-lease components, such as common area maintenance, in the calculation of the lease assets and related liabilities. As most lease agreements do not provide an implicit rate, the company uses an incremental borrowing rate (IBR) based on information available at commencement date in determining the present value of lease payments and to help classify the lease as operating or financing. The company calculates its IBR based on the secured rates of the company's recent debt issuances, the credit rating of the company, changes in currencies, lease repayment timing as well as other publicly available data.</span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company leases a portion of its facilities, transportation equipment, data processing equipment and certain other equipment. These leases have terms from </span><span style="font-family:inherit;font-size:10pt;"><span>1</span></span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;"><span>20</span></span><span style="font-family:inherit;font-size:10pt;"> years and provide for renewal options. Generally, the company is required to pay taxes and normal expenses associated with operating the facilities and equipment. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, the company is committed under non-cancelable operating leases, which have initial or remaining terms in excess of one year and expire on various dates through </span><span style="font-family:inherit;font-size:10pt;">2035</span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On </span><span style="font-family:inherit;font-size:10pt;">April 23, 2015</span><span style="font-family:inherit;font-size:10pt;">, the company </span><span style="font-family:inherit;font-size:10pt;color:#252525;">sold and leased back, under four separate lease agreements, four properties located in Ohio and one property in Florida for net proceeds of </span><span style="font-family:inherit;font-size:10pt;color:#252525;"><span>$23,000,000</span></span><span style="font-family:inherit;font-size:10pt;color:#252525;">, which were used to reduce debt under the </span><span style="font-family:inherit;font-size:10pt;">U.S. and Canadian Credit Facility</span><span style="font-family:inherit;font-size:10pt;color:#252525;">. </span><span style="font-family:inherit;font-size:10pt;">The initial total annual rent for the properties was </span><span style="font-family:inherit;font-size:10pt;"><span>$2,275,000</span></span><span style="font-family:inherit;font-size:10pt;"> and can increase annually over the </span><span style="font-family:inherit;font-size:10pt;"><span>20</span></span><span style="font-family:inherit;font-size:10pt;">-year term of the leases based on the applicable geographical consumer price index (CPI). </span><span style="font-family:inherit;font-size:10pt;"><span>Each of the four lease agreements contains three 10-year renewals with the rent for each option term based on the greater of the then-current fair market rent for each property or the then- current rate and increasing annually by the applicable CPI. Under the terms of the lease agreements, the company is responsible for all taxes, insurance and utilities. The company is permitted to sublet the properties; however, the properties are currently being utilized exclusively by the company and there is no current subletting. The company is required to adequately maintain each of the properties and any leasehold improvements will be amortized over the lesser of the lives of the improvements or the remaining lease lives, consistent with any other company leases.</span></span><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In connection with the transaction, the requirements for sale lease-back accounting were met. Accordingly, the company recorded the sale of the properties, removed the related property and equipment from the company's balance </span></div><div style="line-height:120%;padding-top:12px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">sheet, recognized an initial deferred gain of </span><span style="font-family:inherit;font-size:10pt;"><span>$7,414,000</span></span><span style="font-family:inherit;font-size:10pt;"> and an immediate loss of </span><span style="font-family:inherit;font-size:10pt;"><span>$257,000</span></span><span style="font-family:inherit;font-size:10pt;"> related to one property and recorded new lease liabilities. Specifically, the company recorded four capital leases totaling </span><span style="font-family:inherit;font-size:10pt;"><span>$32,339,000</span></span><span style="font-family:inherit;font-size:10pt;"> and one operating lease related to leased land, which was not a material component of the transaction. The gains on the sales of the properties were required to be deferred and recognized over the life of the leases as the property sold is being leased back. The deferred gain is classified under Other Long-Term Obligations on the Consolidated Balance Sheet. The gains realized in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> were </span><span style="font-family:inherit;font-size:10pt;"><span>$295,000</span></span><span style="font-family:inherit;font-size:10pt;">, as compared to </span><span style="font-family:inherit;font-size:10pt;"><span>$284,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;text-align:justify;text-indent:36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In December 2018, the company entered into a 20-year lease agreement in Germany. The lease is not expected to commence until April 2020.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Lease expenses for the year ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, respectively, were as follows (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="10"/></tr><tr><td style="width:39%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:25%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:25%;"/><td style="width:1%;"/><td style="width:3%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Operating leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>10,550</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>17,024</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Variable and short-term leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,848</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total operating leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>13,398</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>17,024</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Finance lease interest cost</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,316</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,134</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Finance lease depreciation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,658</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,305</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total finance leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,974</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,439</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Future minimum operating and capital lease commitments, as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, are as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:60%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Finance</span></div><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Operating Leases</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;background-color:#d6d6d6;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,785</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>8,063</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">2021</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,510</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>6,144</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;background-color:#d6d6d6;">2022</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,507</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,775</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">2023</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,452</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,419</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;background-color:#d6d6d6;">2024</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,445</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,113</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Thereafter</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>25,054</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,111</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total future minimum lease payments</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>39,753</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>21,625</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Amounts representing interest</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(10,759</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(2,775</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Present value of minimum lease payments</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>28,994</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>18,850</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Less: current maturities of lease obligations</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(2,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(6,790</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Long-term lease obligations</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>26,480</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>12,060</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Supplemental cash flow amounts for the year ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> were as follows (in thousands): </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="5"/></tr><tr><td style="width:70%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:26%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Cash Activity: Cash paid in measurement of amounts for lease liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Operating Leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>13,456</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Financing Leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,696</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>17,152</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Non-Cash Activity: Right-of-use assets obtained in exchange for lease obligations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Operating Leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,554</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Financing Leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,377</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,931</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted-average remaining lease terms and discount rates for finance and operating leases are as follows as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">: </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="2"/></tr><tr><td style="width:72%;"/><td style="width:28%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Weighted-average remaining lease term - finance leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>14.3 years</span></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Weighted-average remaining lease term - operating leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3.7 years</span></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Weighted-average discount rate - finance leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3.92%</span></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Weighted-average discount rate - operating leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>7.77%</span></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> P1Y P20Y 23000000 2275000 P20Y Each of the four lease agreements contains three 10-year renewals with the rent for each option term based on the greater of the then-current fair market rent for each property or the then- current rate and increasing annually by the applicable CPI. Under the terms of the lease agreements, the company is responsible for all taxes, insurance and utilities. The company is permitted to sublet the properties; however, the properties are currently being utilized exclusively by the company and there is no current subletting. The company is required to adequately maintain each of the properties and any leasehold improvements will be amortized over the lesser of the lives of the improvements or the remaining lease lives, consistent with any other company leases. 7414000 257000 32339000 295000 284000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Lease expenses for the year ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, respectively, were as follows (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="10"/></tr><tr><td style="width:39%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:25%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:25%;"/><td style="width:1%;"/><td style="width:3%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Operating leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>10,550</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>17,024</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Variable and short-term leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,848</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total operating leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>13,398</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>17,024</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:12px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Finance lease interest cost</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,316</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,134</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Finance lease depreciation</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,658</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,305</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total finance leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,974</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,439</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 10550000 17024000 2848000 0 13398000 17024000 1316000 1134000 2658000 2305000 3974000 3439000 <div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Future minimum operating and capital lease commitments, as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, are as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:60%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Finance</span></div><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Operating Leases</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;background-color:#d6d6d6;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,785</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>8,063</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">2021</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,510</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>6,144</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;background-color:#d6d6d6;">2022</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,507</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,775</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">2023</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,452</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,419</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;background-color:#d6d6d6;">2024</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,445</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,113</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Thereafter</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>25,054</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,111</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total future minimum lease payments</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>39,753</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>21,625</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Amounts representing interest</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(10,759</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(2,775</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Present value of minimum lease payments</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>28,994</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>18,850</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Less: current maturities of lease obligations</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(2,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(6,790</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Long-term lease obligations</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>26,480</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>12,060</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> <div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Future minimum operating and capital lease commitments, as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, are as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:60%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Finance</span></div><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Operating Leases</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;background-color:#d6d6d6;">2020</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,785</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>8,063</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">2021</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,510</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>6,144</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;background-color:#d6d6d6;">2022</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,507</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,775</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">2023</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,452</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,419</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;background-color:#d6d6d6;">2024</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,445</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,113</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Thereafter</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>25,054</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,111</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total future minimum lease payments</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>39,753</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>21,625</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Amounts representing interest</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(10,759</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(2,775</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Present value of minimum lease payments</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>28,994</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>18,850</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Less: current maturities of lease obligations</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(2,514</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(6,790</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Long-term lease obligations</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>26,480</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>12,060</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Supplemental cash flow amounts for the year ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> were as follows (in thousands): </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="5"/></tr><tr><td style="width:70%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:26%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Cash Activity: Cash paid in measurement of amounts for lease liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Operating Leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>13,456</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Financing Leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,696</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>17,152</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Non-Cash Activity: Right-of-use assets obtained in exchange for lease obligations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Operating Leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,554</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Financing Leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,377</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,931</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted-average remaining lease terms and discount rates for finance and operating leases are as follows as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">: </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="2"/></tr><tr><td style="width:72%;"/><td style="width:28%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Weighted-average remaining lease term - finance leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>14.3 years</span></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Weighted-average remaining lease term - operating leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3.7 years</span></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Weighted-average discount rate - finance leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3.92%</span></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Weighted-average discount rate - operating leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>7.77%</span></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 3785000 8063000 3510000 6144000 2507000 3775000 2452000 1419000 2445000 1113000 25054000 1111000 39753000 21625000 10759000 2775000 28994000 18850000 2514000 6790000 26480000 12060000 <div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Supplemental cash flow amounts for the year ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> were as follows (in thousands): </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="5"/></tr><tr><td style="width:70%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:26%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Cash Activity: Cash paid in measurement of amounts for lease liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Operating Leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>13,456</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Financing Leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,696</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>17,152</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Non-Cash Activity: Right-of-use assets obtained in exchange for lease obligations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Operating Leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,554</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Financing Leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,377</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,931</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:9px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 13456000 3696000 17152000 1554000 1377000 2931000 <div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Weighted-average remaining lease terms and discount rates for finance and operating leases are as follows as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">: </span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="2"/></tr><tr><td style="width:72%;"/><td style="width:28%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">December 31, 2019</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Weighted-average remaining lease term - finance leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>14.3 years</span></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Weighted-average remaining lease term - operating leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3.7 years</span></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Weighted-average discount rate - finance leases</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3.92%</span></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Weighted-average discount rate - operating leases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>7.77%</span></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> P14Y3M18D P3Y8M12D 0.0392 0.0777 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Retirement and Benefit Plans</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Substantially all full-time salaried and hourly domestic employees are included in the Invacare Retirement Savings Plan sponsored by the company. The company makes matching cash contributions up to </span><span style="font-family:inherit;font-size:10pt;"><span>66.7%</span></span><span style="font-family:inherit;font-size:10pt;"> of employees' contributions up to </span><span style="font-family:inherit;font-size:10pt;"><span>3%</span></span><span style="font-family:inherit;font-size:10pt;"> of compensation. The company also makes quarterly contributions to this Plan equal to a percentage of qualified wages. In </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, quarterly contributions were made at </span><span style="font-family:inherit;font-size:10pt;"><span>1%</span></span><span style="font-family:inherit;font-size:10pt;"> of qualified wages. The company may make discretionary contributions to the domestic plans based on an annual resolution of the Board of Directors. Contribution expense for the Invacare Retirement Savings Plan in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;"><span>$1,765,000</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$1,786,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$2,131,000</span></span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company sponsors a Deferred Compensation Plus Plan covering certain employees, which provides for elective deferrals and the company retirement deferrals so that the total retirement deferrals equal amounts that would have contributed to the company's principal retirement plans if it were not for limitations imposed by income tax regulations.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company sponsors a non-qualified defined benefit Supplemental Executive Retirement Plan (SERP) for certain key executives. Effective </span><span style="font-family:inherit;font-size:10pt;">December 31, 2008</span><span style="font-family:inherit;font-size:10pt;">, the SERP was amended, in part to comply with IRS Section 409A. As a result of the amendment, the plan became a defined benefit cash balance plan for the non-retired participants and thus, payments by the company since December 31, 2008 have been based upon a cash balance formula with interest credited at a rate determined annually by the Compensation and Management Development Committee of the Board of Directors. In </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively, interest was credited at </span><span style="font-family:inherit;font-size:10pt;"><span>0%</span></span><span style="font-family:inherit;font-size:10pt;"> for active participants in the SERP. The plan continues to be unfunded with individual hypothetical accounts maintained for each participant.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The SERP projected benefit obligation related to this unfunded plan was </span><span style="font-family:inherit;font-size:10pt;"><span>$5,824,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$5,641,000</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, respectively, and the accumulated benefit obligation was </span><span style="font-family:inherit;font-size:10pt;"><span>$5,824,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$5,641,000</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, respectively. The projected benefit obligations were calculated using an assumed future salary increase of </span><span style="font-family:inherit;font-size:10pt;"><span>3.25%</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, respectively. The assumed discount rate, relevant for </span><span style="font-family:inherit;font-size:10pt;">three</span><span style="font-family:inherit;font-size:10pt;"> participants unaffected by the plan conversion was </span><span style="font-family:inherit;font-size:10pt;"><span>3.22%</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>4.22%</span></span><span style="font-family:inherit;font-size:10pt;"> for </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, respectively, based upon the discount rate on high-quality fixed-income investments without adjustment. The retirement age was </span><span style="font-family:inherit;font-size:10pt;"><span>67</span></span><span style="font-family:inherit;font-size:10pt;"> for </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, respectively. The mortality assumptions used for </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> were based upon the RP-2014 White Collar Fully Generational Mortality Table using Scale MP-2018. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expense for the SERP in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;"><span>$574,000</span></span><span style="font-family:inherit;font-size:10pt;"> compared to expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$5,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$414,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively. The expense was composed of interest expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$392,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, interest income of </span><span style="font-family:inherit;font-size:10pt;"><span>$193,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and interest expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$246,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively, with the remaining non-interest expense related to service costs, prior service costs and other gains/losses. Benefit payments in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> were </span><span style="font-family:inherit;font-size:10pt;"><span>$391,000</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$391,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$391,000</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company also sponsors a Death Benefit Only Plan (DBO) for certain key executives that provides a benefit equal to </span><span style="font-family:inherit;font-size:10pt;">three</span><span style="font-family:inherit;font-size:10pt;"> times the participant's final target earnings should the participant's death occur while an employee and a benefit equal to </span><span style="font-family:inherit;font-size:10pt;">one</span><span style="font-family:inherit;font-size:10pt;"> time the participant's final earnings upon the participant's death after normal retirement or if a participant dies after his or her employment with the company is terminated following a change in control of the company. Expense for the plan in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;"><span>$561,000</span></span><span style="font-family:inherit;font-size:10pt;"> compared to income of </span><span style="font-family:inherit;font-size:10pt;"><span>$151,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$150,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">. The 2019 and 2017 amounts contained service and accrual adjustment expense of </span><span style="font-family:inherit;font-size:10pt;"><span>$488,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$69,000</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, compared to income of </span><span style="font-family:inherit;font-size:10pt;"><span>$253,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, with the remaining activity in each year related to interest costs. There were no benefit payments in 2019, 2018 or 2017. In conjunction with the company's DBO, the company has invested in life insurance policies related to certain employees to help satisfy the DBO obligations.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In Europe, the company maintains a defined benefit plan in Switzerland. The statutory pension plan is maintained with a private insurance company and, in accordance with Swiss law, the plan functions as defined contribution plan whereby employee and employer contributions are defined as a percentage of individual salary depending on the age of the employee and a guaranteed interest rate, which is annually defined by the Swiss Pension Fund. Under U.S. GAAP, the plan is treated as defined benefit plan. Expense for the European plan was </span><span style="font-family:inherit;font-size:10pt;"><span>$34,000</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$1,079,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$436,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div> 0.667 0.03 0.01 1765000 1786000 2131000 0 5824000 5641000 5824000 5641000 0.0325 0.0322 0.0422 67 574000 5000 414000 392000 193000 246000 391000 391000 391000 561000 -151000 150000 488000 69000 -253000 34000 1079000 436000 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Revenue</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company has two revenue streams: product and services. Services include repair, refurbishment, preventive maintenance and rental of product. Services for the North America (N.A.) segment include maintenance and repair of product. Services for the Europe segment include repair, refurbishment and preventive maintenance services. Services in All other, are in the Asia Pacific region, and include rental and repair of product. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following tables disaggregate the company's revenues by major source and by reportable segment </span><span style="font-size:10pt;">for the year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> (in thousands):</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:316px;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:73px;"/><td style="width:5px;"/><td style="width:6px;"/><td style="width:65px;"/><td style="width:4px;"/><td style="width:5px;"/><td style="width:6px;"/><td style="width:65px;"/><td style="width:4px;"/><td style="width:5px;"/><td style="width:6px;"/><td style="width:65px;"/><td style="width:4px;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Product</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Service</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;background-color:#d6d6d6;">Europe</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>519,160</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>13,888</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>533,048</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">N.A.</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>346,642</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,559</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>348,201</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Other</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>41,852</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>4,863</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>46,715</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>907,654</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>20,310</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>927,964</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">% Split</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>98%</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2%</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>100%</span></span></div></td></tr></table></div></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:316px;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:73px;"/><td style="width:5px;"/><td style="width:6px;"/><td style="width:65px;"/><td style="width:4px;"/><td style="width:5px;"/><td style="width:6px;"/><td style="width:65px;"/><td style="width:4px;"/><td style="width:5px;"/><td style="width:6px;"/><td style="width:65px;"/><td style="width:4px;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Product</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Service</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>544,517</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>14,001</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>558,518</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">N.A.</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>362,431</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,159</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>364,590</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Other</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>44,393</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>4,846</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>49,239</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>951,341</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>21,006</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>972,347</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">% Split</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>98%</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2%</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>100%</span></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company's revenues are principally related to the sale of products, approximately </span><span style="font-family:inherit;font-size:10pt;"><span>98%</span></span><span style="font-family:inherit;font-size:10pt;">, with the remaining </span><span style="font-family:inherit;font-size:10pt;"><span>2%</span></span><span style="font-family:inherit;font-size:10pt;"> 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 (</span><span style="font-family:inherit;font-size:10pt;"><span>31%</span></span><span style="font-family:inherit;font-size:10pt;">), large national customers (</span><span style="font-family:inherit;font-size:10pt;"><span>26%</span></span><span style="font-family:inherit;font-size:10pt;">), governments, principally pursuant to tender contracts (</span><span style="font-family:inherit;font-size:10pt;"><span>20%</span></span><span style="font-family:inherit;font-size:10pt;">) and other customers including buying groups and independent customers (</span><span style="font-family:inherit;font-size:10pt;"><span>23%</span></span><span style="font-family:inherit;font-size:10pt;">). </span></div><div style="line-height:120%;text-align:justify;padding-left:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.    </span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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). </span></div><div style="line-height:120%;text-align:justify;text-indent:48px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">, the company had deferred revenue of </span><span style="font-family:inherit;font-size:10pt;"><span>$3,173,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$2,416,000</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, related to outstanding performance obligations.</span></div> <div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following tables disaggregate the company's revenues by major source and by reportable segment </span><span style="font-size:10pt;">for the year ended</span><span style="font-family:inherit;font-size:10pt;"> </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> (in thousands):</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:316px;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:73px;"/><td style="width:5px;"/><td style="width:6px;"/><td style="width:65px;"/><td style="width:4px;"/><td style="width:5px;"/><td style="width:6px;"/><td style="width:65px;"/><td style="width:4px;"/><td style="width:5px;"/><td style="width:6px;"/><td style="width:65px;"/><td style="width:4px;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">2019</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Product</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Service</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;background-color:#d6d6d6;">Europe</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>519,160</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>13,888</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>533,048</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">N.A.</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>346,642</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,559</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>348,201</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Other</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>41,852</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>4,863</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>46,715</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>907,654</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>20,310</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>927,964</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">% Split</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>98%</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2%</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>100%</span></span></div></td></tr></table></div></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:316px;border-collapse:collapse;text-align:left;"><tr><td colspan="13"/></tr><tr><td style="width:73px;"/><td style="width:5px;"/><td style="width:6px;"/><td style="width:65px;"/><td style="width:4px;"/><td style="width:5px;"/><td style="width:6px;"/><td style="width:65px;"/><td style="width:4px;"/><td style="width:5px;"/><td style="width:6px;"/><td style="width:65px;"/><td style="width:4px;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Product</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Service</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>544,517</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>14,001</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>558,518</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">N.A.</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>362,431</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,159</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>364,590</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Other</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>44,393</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>4,846</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>49,239</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>951,341</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>21,006</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>972,347</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">% Split</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>98%</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2%</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>100%</span></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 519160000 13888000 533048000 346642000 1559000 348201000 41852000 4863000 46715000 907654000 20310000 927964000 0.98 0.02 1 544517000 14001000 558518000 362431000 2159000 364590000 44393000 4846000 49239000 951341000 21006000 972347000 0.98 0.02 1 0.98 0.02 0.31 0.26 0.20 0.23 3173000 2416000 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Equity Compensation</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company's Common Shares have a </span><span style="font-family:inherit;font-size:10pt;"><span>$.25</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>ten</span></span><span style="font-family:inherit;font-size:10pt;"> votes per share 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. When Class B Common Shares are transferred out of a familial relationship, they automatically convert to Common Shares. The Board of Directors suspended further dividends on the Class B Common Shares.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>6,357</span></span><span style="font-family:inherit;font-size:10pt;"> Class B Common Shares remained outstanding. Prior conversions of Class B Common Shares have substantially diminished the significance of the company's dual class voting structure. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, the holders of the Common Shares represent approximately </span><span style="font-family:inherit;font-size:10pt;"><span>99.9%</span></span><span style="font-family:inherit;font-size:10pt;"> of the company's total outstanding voting power.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Equity Compensation Plan</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On </span><span style="font-family:inherit;font-size:10pt;">May 17, 2018</span><span style="font-family:inherit;font-size:10pt;">, the shareholders of the company approved the Invacare Corporation 2018 Equity Compensation Plan (the “2018 Plan”), which was adopted on </span><span style="font-family:inherit;font-size:10pt;">March 27, 2018</span><span style="font-family:inherit;font-size:10pt;"> 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. </span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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”) and all of the Common Shares that were forfeited or remained unpurchased or undistributed upon termination or expiration of awards under the 2013 Plan and under the Invacare Corporation 2003 Performance Plan (the “2003 Plan”), become available for issuance under the 2018 Plan. Awards granted previously under the 2013 Plan and 2003 Plan will remain in effect under their original terms.</span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The 2018 Plan uses a fungible share-counting method, under which each Common Share underlying an award of stock options or stock appreciation rights ("SAR") will count against the number of total shares available under the 2018 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 2018 Plan as two shares. Shares underlying awards made under the 2003 Plan or 2013 Plan that are forfeited or remain unpurchased or undistributed upon termination or expiration of the awards </span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">will become available under the 2018 Plan for use in future awards. Any Common Shares that are added back to the 2018 Plan as the result of forfeiture, termination or expiration 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, as applicable. Each Common Share that is added back to the 2018 Plan due to a forfeiture, termination or expiration of an award granted under the 2003 Plan will be added back as one Common Share. </span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Compensation and Management Development Committee of the Board (the “Compensation Committee”), in its discretion, may grant an award under the 2018 Plan to any director or employee of the company or an affiliate. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>3,851,945</span></span><span style="font-family:inherit;font-size:10pt;"> Common Shares were available for future issuance under the 2018 Plan in connection with the following types of awards with respect to the company's 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 Common Shares authorized for issuance under the 2018 Plan includes an additional </span><span style="font-family:inherit;font-size:10pt;"><span>3,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> Common Shares that were approved by shareholders at the company’s 2019 annual meeting on </span><span style="font-family:inherit;font-size:10pt;">May 16, 2019</span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, an aggregate of </span><span style="font-family:inherit;font-size:10pt;"><span>905,263</span></span><span style="font-family:inherit;font-size:10pt;"> Common Shares underlie awards which forfeited or expired unexercised under the 2003 and 2013 Plans and thus are available to be transferred under the 2018 Plan.</span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The 2018 Plan provides that shares granted come from the company's authorized but unissued Common 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. Under these provisions, the company acquired approximately </span><span style="font-family:inherit;font-size:10pt;"><span>112,000</span></span><span style="font-family:inherit;font-size:10pt;"> treasury shares for </span><span style="font-family:inherit;font-size:10pt;"><span>$894,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>140,000</span></span><span style="font-family:inherit;font-size:10pt;"> shares for </span><span style="font-family:inherit;font-size:10pt;"><span>$2,427,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>85,000</span></span><span style="font-family:inherit;font-size:10pt;"> shares for </span><span style="font-family:inherit;font-size:10pt;"><span>$1,276,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The amounts of equity-based compensation expense recognized as part of SG&amp;A expenses in All Other in business segment reporting were as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:42%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-qualified and performance stock options</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,939</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>201</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>865</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted stock / units</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,772</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,305</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,648</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Performance shares / units</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,399</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>777</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,834</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total stock-based compensation expense</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,110</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,283</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,347</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, 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):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:42%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-qualified and performance stock options</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,939</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,502</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted stock and restricted stock units</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,453</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,469</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,005</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Performance shares and performance share units</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,269</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,441</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,523</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total unrecognized stock-based compensation expense</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,722</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,849</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15,030</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 benefits for share-based compensation were realized during </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> due to a valuation allowance against deferred tax assets. In accordance with ASC 718, any tax benefits resulting from tax deductions in excess of the compensation expense recognized is classified as a component of financing cash flows.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Stock Options</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Generally, non-qualified stock option awards have a term of </span><span style="font-family:inherit;font-size:10pt;"><span>ten years</span></span><span style="font-family:inherit;font-size:10pt;"> and were granted with an exercise price per share equal to the fair market value of the company's Common Shares on the date of grant. Stock option awards granted in 2017 were performance-based awards which became exercisable based upon achievement of the performance goals established by the Compensation Committee as achieved over a 3-year period ending in 2019 which were 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. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes information about stock option activity for the three years ended </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">: </span><span style="font-family:inherit;font-size:9pt;"> </span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24"/></tr><tr><td style="width:29%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Average</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Exercise</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Price</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Average</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Exercise</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Price</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Average</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Exercise</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Price</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Options outstanding at January 1</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,885,362</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18.78</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,631,569</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19.44</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,542,732</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21.19</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Granted</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>756,420</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Exercised</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(184,549</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.28</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(193,263</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13.51</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Canceled</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(444,160</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20.49</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(561,658</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23.34</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(474,320</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19.45</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Options outstanding at December 31</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,441,202</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18.26</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,885,362</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18.78</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,631,569</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19.44</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Options exercise price range at December 31</span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$ 12.15 to</span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$ 12.15 to<br/></span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$ 12.15 to</span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">33.36</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">33.36</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">33.36</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Options exercisable at December 31</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>910,267</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,354,202</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,029,773</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Shares available for grant at December 31*</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,851,945</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,994,255</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,131,355</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> ________________________</span></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;"> *</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Shares available for grant under the 2018 Plan as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> reduced by net restricted stock and restricted stock unit and performance share and performance share unit award activity of </span><span style="font-family:inherit;font-size:10pt;"><span>(510,028)</span></span><span style="font-family:inherit;font-size:10pt;"> shares and </span><span style="font-family:inherit;font-size:10pt;"><span>812,396</span></span><span style="font-family:inherit;font-size:10pt;"> shares, respectively.</span></div></td></tr></table><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes information about stock options outstanding at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">:</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:15%;"/><td style="width:14%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:17%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:15%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:15%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Options Outstanding</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Options Exercisable</span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Exercise Prices</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Number</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Outstanding</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">At 12/31/19</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Remaining</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Contractual Life (Years)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Exercise Price</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Number</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Exercisable</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">At 12/31/19</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Exercise Price</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$ 12.15 – $20.00</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>792,284</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.8</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.75</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>261,349</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13.98</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$ 20.01 – $25.00</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>306,999</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.7</span></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24.45</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>306,999</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24.45</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$ 25.01 – $30.00</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>337,423</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.6</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>25.33</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>337,423</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>25.33</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$ 30.01 – $33.36</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,496</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.4</span></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33.36</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,496</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33.36</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,441,202</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.7</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18.26</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>910,267</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21.82</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The 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. No stock options were issued in 2019 or 2018 and those issued in 2017 were performance-based and vested after the conclusion of the three-year performance period ended 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 outstanding stock options were issued in 2014 or prior years and were not performance-based. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">For the stock options issued in 2014 and prior, </span><span style="font-family:inherit;font-size:10pt;"><span>25%</span></span><span style="font-family:inherit;font-size:10pt;"> of such options vested one year following the issuance and provided a </span><span style="font-family:inherit;font-size:10pt;">four</span><span style="font-family:inherit;font-size:10pt;">-year vesting period whereby options vest equally in </span><span style="font-family:inherit;font-size:10pt;"><span>25%</span></span><span style="font-family:inherit;font-size:10pt;"> installments in each year. Options granted with graded vesting were accounted for as single options. The fair value of options granted is estimated on the date of grant using the Black-Scholes option-pricing model. The calculated fair value of the 2017 performance option awards was </span><span style="font-family:inherit;font-size:10pt;"><span>$5.38</span></span><span style="font-family:inherit;font-size:10pt;"> based on the following assumptions:</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="3"/></tr><tr><td style="width:75%;"/><td style="width:24%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected dividend yield</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected stock price volatility</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>39.1</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Risk-free interest rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.31</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected life in years</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7.8</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Forfeiture percentage</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.0</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected dividend yields was based on historical dividends. Expected stock price volatility percentage was calculated at each date of grant based on historical stock prices for a period of time commensurate with the expected life of the option. The assumed expected life and forfeiture percentage were based on the company's historical analysis of option history.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The weighted-average fair value of options granted in 2017 was </span><span style="font-family:inherit;font-size:10pt;"><span>$5.38</span></span><span style="font-family:inherit;font-size:10pt;">. The weighted-average remaining contractual life of options outstanding at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;"><span>3.7</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>3.8</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>3.9</span></span><span style="font-family:inherit;font-size:10pt;"> years, respectively. The weighted-average contractual life of options exercisable at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;"><span>1.6</span></span><span style="font-family:inherit;font-size:10pt;"> years. The total intrinsic value of stock awards exercised in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;"><span>$0</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$755,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$350,000</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, the intrinsic value of all options outstanding and of all options exercisable was </span><span style="font-family:inherit;font-size:10pt;"><span>$0</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$0</span></span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The exercise of stock awards in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> resulted in cash received by the company totaling </span><span style="font-family:inherit;font-size:10pt;"><span>$0</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$2,626,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$2,676,000</span></span><span style="font-family:inherit;font-size:10pt;"> for each period, respectively with no tax benefits for any period. The total fair value of awards vested during </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> was </span><span style="font-family:inherit;font-size:10pt;"><span>$2,844,000</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$1,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$363,000</span></span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Restricted Stock and Restricted Stock Units</span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes information about restricted shares and restricted share units (primarily for non-U.S. recipients):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="18"/></tr><tr><td style="width:32%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Fair Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Fair Value</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Fair Value</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Stock / Units unvested at January 1</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>637,663</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.04</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>776,520</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13.75</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>878,356</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.87</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Granted</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>828,484</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9.86</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>377,299</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17.48</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>523,412</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Vested</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(309,150</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.26</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(386,275</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.05</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(369,128</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16.63</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Canceled</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(191,912</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.60</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(129,881</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(256,120</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.02</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Stock / Units unvested at December 31</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>965,085</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11.32</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>637,663</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.04</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>776,520</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13.75</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The restricted stock awards generally vest ratably over the </span><span style="font-family:inherit;font-size:10pt;"><span>three years</span></span><span style="font-family:inherit;font-size:10pt;"> after the award 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. </span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Performance Shares and Performance Share Units</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes information about performance shares and performance share units (primarily for non-U.S. recipients):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="21"/></tr><tr><td style="width:41%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Fair Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Fair Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Fair Value</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Shares / Units unvested at January 1</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>448,294</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.37</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>457,879</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.33</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>309,468</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.58</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Granted</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>576,737</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9.93</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>205,164</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17.48</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>336,694</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.02</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Vested</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(255,259</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.02</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(155,766</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.82</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Canceled</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(16,500</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11.99</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(58,983</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13.43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(188,283</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.48</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Shares / Units unvested at December 31</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>753,272</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11.82</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>448,294</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.37</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>457,879</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.33</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, the performance shares and performance share units (for non-U.S. recipients) were granted as performance awards with a </span><span style="font-family:inherit;font-size:10pt;"><span>3</span></span><span style="font-family:inherit;font-size:10pt;">-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 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, 2019 through December 31, 2021 established by the Compensation Committee at the time of grant. Recipients will be entitled to receive a number of Common Shares equal to the number of performance shares that vest based upon the levels of achievement which may range between </span><span style="font-family:inherit;font-size:10pt;"><span>0%</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>150%</span></span><span style="font-family:inherit;font-size:10pt;"> of the target number of shares with the target being </span><span style="font-family:inherit;font-size:10pt;"><span>100%</span></span><span style="font-family:inherit;font-size:10pt;"> of the initial grant. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>three years</span></span>. Performance award expense was recognized at 75% of target for the 2016 awards, which vested on December 31, 2019, and at 122.5% to 146.45% for the 2017 awards, which vested on December 31, 2019. The company continues to recognize expense related to the awards granted in 2018 and 2019 as it is considered probable that the performance goals for those awards will be met. 0.25 10 6357 0.999 3851945 3000000 905263 112000 894000 140000 2427000 85000 1276000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The amounts of equity-based compensation expense recognized as part of SG&amp;A expenses in All Other in business segment reporting were as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:42%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-qualified and performance stock options</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,939</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>201</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>865</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted stock / units</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,772</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,305</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,648</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Performance shares / units</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,399</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>777</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,834</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total stock-based compensation expense</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,110</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,283</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,347</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 1939000 201000 865000 4772000 4305000 4648000 4399000 777000 1834000 11110000 5283000 7347000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, 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):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:42%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:16%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Non-qualified and performance stock options</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,939</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,502</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted stock and restricted stock units</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,453</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,469</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,005</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Performance shares and performance share units</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,269</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,441</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,523</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total unrecognized stock-based compensation expense</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,722</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,849</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15,030</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 0 1939000 2502000 8453000 7469000 7005000 8269000 7441000 5523000 16722000 16849000 15030000 P10Y <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes information about stock option activity for the three years ended </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">: </span><span style="font-family:inherit;font-size:9pt;"> </span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24"/></tr><tr><td style="width:29%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Average</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Exercise</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Price</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Average</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Exercise</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Price</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Average</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Exercise</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Price</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Options outstanding at January 1</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,885,362</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18.78</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,631,569</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19.44</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,542,732</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21.19</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Granted</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>756,420</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Exercised</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(184,549</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.28</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(193,263</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13.51</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Canceled</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(444,160</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20.49</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(561,658</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23.34</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(474,320</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19.45</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Options outstanding at December 31</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,441,202</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18.26</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,885,362</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18.78</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,631,569</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19.44</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Options exercise price range at December 31</span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$ 12.15 to</span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$ 12.15 to<br/></span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$ 12.15 to</span></div></td><td style="vertical-align:bottom;border-top:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">33.36</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">33.36</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">33.36</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Options exercisable at December 31</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>910,267</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,354,202</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,029,773</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Shares available for grant at December 31*</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,851,945</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,994,255</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,131,355</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> ________________________</span></div><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;"> *</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Shares available for grant under the 2018 Plan as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> reduced by net restricted stock and restricted stock unit and performance share and performance share unit award activity of </span><span style="font-family:inherit;font-size:10pt;"><span>(510,028)</span></span><span style="font-family:inherit;font-size:10pt;"> shares and </span><span style="font-family:inherit;font-size:10pt;"><span>812,396</span></span><span style="font-family:inherit;font-size:10pt;"> shares, respectively.</span></div> 1885362 18.78 2631569 19.44 2542732 21.19 0 0 0 0 756420 12.15 0 0 184549 14.28 193263 13.51 444160 20.49 561658 23.34 474320 19.45 1441202 18.26 1885362 18.78 2631569 19.44 910267 1354202 2029773 3851945 3994255 2131355 -510028 812396 <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes information about stock options outstanding at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">:</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:15%;"/><td style="width:14%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:17%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:15%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:15%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Options Outstanding</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Options Exercisable</span></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Exercise Prices</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Number</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Outstanding</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">At 12/31/19</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Remaining</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Contractual Life (Years)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Exercise Price</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Number</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Exercisable</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">At 12/31/19</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Exercise Price</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$ 12.15 – $20.00</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>792,284</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.8</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.75</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>261,349</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13.98</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$ 20.01 – $25.00</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>306,999</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.7</span></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24.45</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>306,999</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24.45</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$ 25.01 – $30.00</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>337,423</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.6</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>25.33</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>337,423</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>25.33</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$ 30.01 – $33.36</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,496</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.4</span></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33.36</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,496</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33.36</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,441,202</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3.7</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18.26</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>910,267</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21.82</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 792284 P5Y9M18D 12.75 261349 13.98 306999 P1Y8M12D 24.45 306999 24.45 337423 P0M18D 25.33 337423 25.33 4496 P1Y4M24D 33.36 4496 33.36 1441202 P3Y8M12D 18.26 910267 21.82 0.25 0.25 The fair value of options granted is estimated on the date of grant using the Black-Scholes option-pricing model. The calculated fair value of the 2017 performance option awards was <span style="font-family:inherit;font-size:10pt;"><span>$5.38</span></span><span style="font-family:inherit;font-size:10pt;"> based on the following assumptions:</span><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="3"/></tr><tr><td style="width:75%;"/><td style="width:24%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected dividend yield</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected stock price volatility</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>39.1</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Risk-free interest rate</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.31</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expected life in years</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7.8</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Forfeiture percentage</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.0</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">%</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 5.38 0.004 0.391 0.0231 P7Y9M18D 0.050 5.38 P3Y8M12D P3Y9M18D P3Y10M24D P1Y7M6D 0 755000 350000 0 0 0 2626000 2676000 2844000 1000 363000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes information about restricted shares and restricted share units (primarily for non-U.S. recipients):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="18"/></tr><tr><td style="width:32%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Fair Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Fair Value</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Fair Value</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Stock / Units unvested at January 1</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>637,663</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.04</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>776,520</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13.75</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>878,356</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.87</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Granted</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>828,484</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9.86</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>377,299</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17.48</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>523,412</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Vested</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(309,150</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.26</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(386,275</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.05</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(369,128</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16.63</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Canceled</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(191,912</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.60</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(129,881</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(256,120</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.02</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Stock / Units unvested at December 31</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>965,085</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11.32</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>637,663</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.04</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>776,520</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13.75</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 637663 15.04 776520 13.75 878356 15.87 828484 9.86 377299 17.48 523412 12.37 309150 14.26 386275 15.05 369128 16.63 191912 12.60 129881 14.43 256120 14.02 965085 11.32 637663 15.04 776520 13.75 P3Y <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table summarizes information about performance shares and performance share units (primarily for non-U.S. recipients):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="21"/></tr><tr><td style="width:41%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Fair Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Fair Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Fair Value</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Shares / Units unvested at January 1</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>448,294</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.37</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>457,879</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.33</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>309,468</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.58</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Granted</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>576,737</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9.93</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>205,164</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17.48</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>336,694</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.02</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Vested</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(255,259</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.02</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(155,766</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.82</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Canceled</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(16,500</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11.99</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(58,983</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13.43</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(188,283</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.48</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Shares / Units unvested at December 31</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>753,272</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11.82</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>448,294</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14.37</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>457,879</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.33</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 448294 14.37 457879 12.33 309468 14.58 576737 9.93 205164 17.48 336694 12.02 255259 12.02 155766 12.82 0 0 16500 11.99 58983 13.43 188283 15.48 753272 11.82 448294 14.37 457879 12.33 P3Y 0 1.50 1 P3Y <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Accumulated Other Comprehensive Income (Loss) by Component</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Changes in accumulated other comprehensive income ("OCI") during the year ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> were as follows (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="21"/></tr><tr><td style="width:40%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Foreign Currency</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Long-Term Notes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Defined Benefit Plans</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivatives</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,244</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,662</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,703</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>590</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,793</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">OCI before reclassifications</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,346</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,153</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,157</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,958</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7,698</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amount reclassified from accumulated OCI</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>561</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,528</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,967</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net current-period OCI</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,346</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,153</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(596</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(570</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,665</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,898</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,491</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,299</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,128</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Changes in OCI during the year ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> were as follows (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="21"/></tr><tr><td style="width:40%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Foreign Currency</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Long-Term Notes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Defined Benefit Plans</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivatives</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>50,376</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,612</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7,652</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,242</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>36,870</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">OCI before reclassifications</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(38,132</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,274</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,100</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,098</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(23,660</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amount reclassified from accumulated OCI</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(151</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(266</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(417</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net current-period OCI</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(38,132</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,274</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,949</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,832</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24,077</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,244</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,662</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,703</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>590</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,793</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reclassifications out of accumulated OCI for the year ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> were as follows (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="11"/></tr><tr><td style="width:45%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:33%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount reclassified from OCI</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Affected line item in the Statement of Comprehensive (Income) Loss</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Defined Benefit Plans:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Service and interest costs</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>561</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(151</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Selling, General and Administrative</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income Taxes</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total after tax</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>561</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(151</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivatives:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency forward contracts hedging sales</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(52</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,352</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net Sales</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency forward contracts hedging purchases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,673</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,591</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cost of Products Sold</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total loss (income) before tax</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,725</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(239</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>197</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(27</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income Taxes</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total after tax</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,528</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(266</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> <div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Changes in accumulated other comprehensive income ("OCI") during the year ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> were as follows (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="21"/></tr><tr><td style="width:40%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Foreign Currency</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Long-Term Notes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Defined Benefit Plans</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivatives</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,244</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,662</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,703</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>590</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,793</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">OCI before reclassifications</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,346</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,153</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,157</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,958</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7,698</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amount reclassified from accumulated OCI</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>561</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,528</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,967</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net current-period OCI</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,346</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,153</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(596</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(570</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,665</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,898</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,491</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,299</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,128</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Changes in OCI during the year ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> were as follows (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="21"/></tr><tr><td style="width:40%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:9%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Foreign Currency</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Long-Term Notes</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Defined Benefit Plans</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivatives</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>50,376</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,612</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(7,652</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,242</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>36,870</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">OCI before reclassifications</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(38,132</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,274</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,100</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,098</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(23,660</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Amount reclassified from accumulated OCI</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(151</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(266</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(417</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net current-period OCI</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(38,132</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,274</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,949</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,832</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24,077</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,244</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,662</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,703</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>590</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,793</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 12244000 2662000 -2703000 590000 12793000 -3346000 -5153000 -1157000 1958000 -7698000 0 0 -561000 2528000 1967000 -3346000 -5153000 -596000 -570000 -9665000 8898000 -2491000 -3299000 20000 3128000 50376000 -4612000 -7652000 -1242000 36870000 -38132000 7274000 5100000 2098000 -23660000 0 0 151000 266000 417000 -38132000 7274000 4949000 1832000 -24077000 12244000 2662000 -2703000 590000 12793000 <div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reclassifications out of accumulated OCI for the year ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> were as follows (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="11"/></tr><tr><td style="width:45%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:33%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount reclassified from OCI</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Affected line item in the Statement of Comprehensive (Income) Loss</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Defined Benefit Plans:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Service and interest costs</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>561</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(151</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Selling, General and Administrative</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income Taxes</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total after tax</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>561</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(151</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivatives:</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency forward contracts hedging sales</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(52</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,352</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net Sales</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency forward contracts hedging purchases</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,673</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,591</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Cost of Products Sold</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total loss (income) before tax</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,725</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(239</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>197</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(27</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income Taxes</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total after tax</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,528</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(266</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> -561000 151000 0 0 561000 -151000 -52000 1352000 2673000 1591000 -2725000 -239000 -197000 27000 -2528000 -266000 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Capital Stock</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital stock activity for </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> consisted of the following (in thousands of shares):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:53%;"/><td style="width:14%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Common Stock</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Class B</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Treasury</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">January 1, 2017 Balance</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35,318</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>729</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,616</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Conversion of Class B to Common</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>723</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(723</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Exercise of stock options</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>193</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted stock awards</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>298</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(81</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">December 31, 2017 Balance</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>36,532</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,701</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Exercise of stock options</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>185</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(50</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Restricted stock awards</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>293</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(90</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">December 31, 2018 Balance</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,010</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,841</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Restricted and performance stock awards</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>599</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(112</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,609</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,953</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><span style="font-family:inherit;font-size:10pt;">Stock awards for </span><span style="font-family:inherit;font-size:10pt;"><span>191,912</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>129,881</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>256,120</span></span><span style="font-family:inherit;font-size:10pt;"> shares were canceled in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively. In </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, dividends of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.05</span></span><span style="font-family:inherit;font-size:10pt;"> per Common Share were declared and paid. In 2018, dividends of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.023</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$0.034</span></span><span style="font-family:inherit;font-size:10pt;"> were declared and paid, respectively, per Class B Common Share as the Board of Directors suspended further dividends on the Class B Common Shares. In </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, dividends of </span><span style="font-family:inherit;font-size:10pt;"><span>$0.045</span></span> per Class B Common Share were declared and paid, respectively. <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Capital stock activity for </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> consisted of the following (in thousands of shares):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:53%;"/><td style="width:14%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:14%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Common Stock</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Class B</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Treasury</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">January 1, 2017 Balance</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35,318</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>729</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,616</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Conversion of Class B to Common</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>723</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(723</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Exercise of stock options</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>193</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Restricted stock awards</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>298</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(81</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">December 31, 2017 Balance</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>36,532</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,701</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Exercise of stock options</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>185</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(50</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Restricted stock awards</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>293</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(90</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">December 31, 2018 Balance</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,010</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,841</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Restricted and performance stock awards</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>599</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(112</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37,609</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,953</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 35318000 729000 3616000 723000 723000 0 193000 0 4000 298000 0 -81000 36532000 6000 3701000 185000 0 50000 293000 0 -90000 37010000 6000 3841000 599000 0 -112000 37609000 6000 3953000 191912 129881 256120 0.05 0.023 0.034 0.045 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Charges Related to Restructuring Activities</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 each of the segments. In addition, as a result of the company's transformation strategy, additional restructuring actions were implemented in 2017 and have continued into 2019.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Charges for the year ended December 31, 2017 totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$12,274,000</span></span><span style="font-family:inherit;font-size:10pt;"> which were related to North America (</span><span style="font-family:inherit;font-size:10pt;"><span>$8,889,000</span></span><span style="font-family:inherit;font-size:10pt;">), Europe (</span><span style="font-family:inherit;font-size:10pt;"><span>$1,975,000</span></span><span style="font-family:inherit;font-size:10pt;">) and All Other (</span><span style="font-family:inherit;font-size:10pt;"><span>$1,410,000</span></span><span style="font-family:inherit;font-size:10pt;">). In North America, costs were incurred related to severance (</span><span style="font-family:inherit;font-size:10pt;"><span>$8,162,000</span></span><span style="font-family:inherit;font-size:10pt;">) and lease termination costs (</span><span style="font-family:inherit;font-size:10pt;"><span>$727,000</span></span><span style="font-family:inherit;font-size:10pt;">). The European charges were incurred related to severance (</span><span style="font-family:inherit;font-size:10pt;"><span>$1,753,000</span></span><span style="font-family:inherit;font-size:10pt;">) and lease termination costs (</span><span style="font-family:inherit;font-size:10pt;"><span>$222,000</span></span><span style="font-family:inherit;font-size:10pt;">). The European and All Other charges were for severance costs. Payments for the year ended December 31, 2017 were </span><span style="font-family:inherit;font-size:10pt;"><span>$10,438,000</span></span><span style="font-family:inherit;font-size:10pt;"> and the cash payments were funded with company's cash on hand. The 2017 charges have been paid out.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Charges for the year ended December 31, 2018 totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$3,481,000</span></span><span style="font-family:inherit;font-size:10pt;"> which were related to North America (</span><span style="font-family:inherit;font-size:10pt;"><span>$1,359,000</span></span><span style="font-family:inherit;font-size:10pt;">), Europe (</span><span style="font-family:inherit;font-size:10pt;"><span>$1,773,000</span></span><span style="font-family:inherit;font-size:10pt;">) and All Other </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(</span><span style="font-family:inherit;font-size:10pt;"><span>$349,000</span></span><span style="font-family:inherit;font-size:10pt;">). In North America, costs were incurred related to severance (</span><span style="font-family:inherit;font-size:10pt;"><span>$1,471,000</span></span><span style="font-family:inherit;font-size:10pt;">) and lease termination reversals were recognized (</span><span style="font-family:inherit;font-size:10pt;"><span>$112,000</span></span><span style="font-family:inherit;font-size:10pt;">). The European and All Other charges were incurred related to severance costs. Payments for the year ended December 31, 2018 were </span><span style="font-family:inherit;font-size:10pt;"><span>$5,804,000</span></span><span style="font-family:inherit;font-size:10pt;"> and the cash payments were funded with company's cash on hand. Most of the 2018 charges have been paid out.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Charges for the year ended December 31, 2019 totaled </span><span style="font-family:inherit;font-size:10pt;"><span>$11,829,000</span></span><span style="font-family:inherit;font-size:10pt;"> which were related to North America (</span><span style="font-family:inherit;font-size:10pt;"><span>$1,617,000</span></span><span style="font-family:inherit;font-size:10pt;">), Europe (</span><span style="font-family:inherit;font-size:10pt;"><span>$9,579,000</span></span><span style="font-family:inherit;font-size:10pt;">) and All Other (</span><span style="font-family:inherit;font-size:10pt;"><span>$633,000</span></span><span style="font-family:inherit;font-size:10pt;">). In North America, costs were incurred related to severance (</span><span style="font-family:inherit;font-size:10pt;"><span>$1,573,000</span></span><span style="font-family:inherit;font-size:10pt;">) and lease termination costs (</span><span style="font-family:inherit;font-size:10pt;"><span>$44,000</span></span><span style="font-family:inherit;font-size:10pt;">). The European charges were incurred related to severance (</span><span style="font-family:inherit;font-size:10pt;"><span>$9,356,000</span></span><span style="font-family:inherit;font-size:10pt;">) and lease termination costs (</span><span style="font-family:inherit;font-size:10pt;"><span>$223,000</span></span><span style="font-family:inherit;font-size:10pt;">) while All Other charges were related to severance. The majority of the 2019 charges are expected to be paid out within </span><span style="font-family:inherit;font-size:10pt;"><span>twelve months</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. To date, the company's liquidity has not been materially impacted. </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A progression by reporting segment of the accruals recorded as a result of the restructuring is as follows (in thousands):</span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Severance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Contract Terminations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:normal;">January 1, 2017 Balance</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>783</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>120</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>903</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,266</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,266</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,049</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>120</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,169</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Charges</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>8,162</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>727</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>8,889</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,753</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>222</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,975</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,410</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,410</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>11,325</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>949</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>12,274</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Payments</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(6,506</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(680</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(7,186</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,504</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(88</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,592</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,660</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,660</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(9,670</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(768</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(10,438</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Severance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Contract Terminations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">December 31, 2017 Balance</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,439</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>167</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,606</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>249</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>134</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>383</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,016</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,016</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,704</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>301</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>4,005</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Charges</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,471</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(112</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,359</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,773</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,773</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>349</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>349</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,593</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(112</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,481</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Payments</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(3,254</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(30</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(3,284</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,841</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(134</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,975</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(545</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(545</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(5,640</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(164</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(5,804</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">December 31, 2018 Balance</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>656</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>25</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>681</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>181</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>181</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>820</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>820</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,657</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>25</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,682</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Charges</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,573</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>44</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,617</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>9,356</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>223</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>9,579</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>633</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>633</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>11,562</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>267</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>11,829</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Payments</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(2,018</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(69</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(2,087</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(3,131</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(219</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(3,350</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,047</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,047</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(6,196</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(288</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(6,484</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">December 31, 2019 Balance</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>211</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>211</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>6,406</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>6,410</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>406</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>406</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>7,023</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>7,027</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 12274000 8889000 1975000 1410000 8162000 727000 1753000 222000 10438000 3481000 1359000 1773000 349000 1471000 -112000 5804000 11829000 1617000 9579000 633000 1573000 44000 9356000 223000 P12M <div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A progression by reporting segment of the accruals recorded as a result of the restructuring is as follows (in thousands):</span><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Severance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Contract Terminations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:normal;">January 1, 2017 Balance</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>783</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>120</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>903</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,266</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,266</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,049</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>120</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,169</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Charges</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>8,162</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>727</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>8,889</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,753</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>222</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,975</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,410</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,410</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>11,325</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>949</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>12,274</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Payments</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(6,506</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(680</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(7,186</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,504</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(88</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,592</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,660</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,660</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(9,670</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(768</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(10,438</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:12%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Severance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Contract Terminations</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;font-weight:bold;">Total</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">December 31, 2017 Balance</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,439</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>167</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>2,606</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>249</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>134</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>383</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,016</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,016</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,704</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>301</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>4,005</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Charges</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,471</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(112</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,359</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,773</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,773</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>349</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>349</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,593</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(112</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>3,481</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Payments</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(3,254</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(30</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(3,284</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,841</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(134</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,975</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(545</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(545</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(5,640</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(164</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(5,804</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">December 31, 2018 Balance</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>656</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>25</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>681</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>181</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>181</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>820</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>820</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,657</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>25</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,682</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Charges</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,573</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>44</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>1,617</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>9,356</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>223</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>9,579</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>633</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>633</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>11,562</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>267</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>11,829</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Payments</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(2,018</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(69</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(2,087</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(3,131</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(219</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(3,350</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,047</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(1,047</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(6,196</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(288</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>(6,484</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">December 31, 2019 Balance</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>211</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>211</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Europe</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>6,406</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>6,410</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>406</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><br/></span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>406</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">Total</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>7,023</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>4</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9pt;"><span style="font-family:inherit;font-size:9pt;"><span>7,027</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:10px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 783000 120000 903000 1266000 0 1266000 2049000 120000 2169000 8162000 727000 8889000 1753000 222000 1975000 1410000 0 1410000 11325000 949000 12274000 6506000 680000 7186000 1504000 88000 1592000 1660000 0 1660000 9670000 768000 10438000 2439000 167000 2606000 249000 134000 383000 1016000 0 1016000 3704000 301000 4005000 1471000 -112000 1359000 1773000 0 1773000 349000 0 349000 3593000 -112000 3481000 3254000 30000 3284000 1841000 134000 1975000 545000 0 545000 5640000 164000 5804000 656000 25000 681000 181000 0 181000 820000 0 820000 1657000 25000 1682000 1573000 44000 1617000 9356000 223000 9579000 633000 0 633000 11562000 267000 11829000 2018000 69000 2087000 3131000 219000 3350000 1047000 0 1047000 6196000 288000 6484000 211000 0 211000 6406000 4000 6410000 406000 0 406000 7023000 4000 7027000 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Income Taxes</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Earnings (loss) from continuing operations before income taxes consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Domestic</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(66,135</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(72,703</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(96,343</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22,110</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>38,601</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>30,093</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(44,025</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,102</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(66,250</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company has provided for income taxes (benefits) from continuing operations as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Current:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Federal</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>152</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(202</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(125</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(90</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>147</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(437</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,070</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,675</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15,223</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,132</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,620</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14,661</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Federal</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(148</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,073</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,164</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(682</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(727</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,206</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(830</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,800</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,370</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income Taxes</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,302</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,820</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,291</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Included in the 2018 Federal deferred taxes is a benefit of </span><span style="font-family:inherit;font-size:10pt;"><span>$680,000</span></span><span style="font-family:inherit;font-size:10pt;"> related to an intra-period allocation to continuing operations. A charge in an equal amount is in other comprehensive income. In addition, included in deferred federal taxes is a benefit of </span><span style="font-family:inherit;font-size:10pt;"><span>$148,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$2,023,000</span></span><span style="font-family:inherit;font-size:10pt;"> in 2019 and 2018, respectively, which resulted from the effective of indefinite intangibles and a related 2018 indefinite loss carryforward created, due to the U.S. tax reform legislation, resulting in a deferred tax benefit.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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&amp;A, Topic 740 No. 5, </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Accounting for Global Intangible Low-Taxed Income</span><span style="font-family:inherit;font-size:10pt;">, 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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company's accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Reduction of U.S. federal corporate tax rate: The US Tax Cuts and Jobs Act of 2017 reduces the corporate rate to </span><span style="font-family:inherit;font-size:10pt;"><span>21%</span></span><span style="font-family:inherit;font-size:10pt;">, effective </span><span style="font-family:inherit;font-size:10pt;">January 1, 2018</span><span style="font-family:inherit;font-size:10pt;">. Consequently, the company has provisionally recorded a decrease related to deferred tax assets and liabilities of </span><span style="font-family:inherit;font-size:10pt;"><span>$64,440,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$20,034,000</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, and has recorded a decrease to the valuation allowance of </span><span style="font-family:inherit;font-size:10pt;"><span>$45,986,000</span></span><span style="font-family:inherit;font-size:10pt;"> with a corresponding net adjustment to deferred tax benefit of </span><span style="font-family:inherit;font-size:10pt;"><span>$1,580,000</span></span><span style="font-family:inherit;font-size:10pt;"> for the year-ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deemed Repatriation Transition Tax: The Deemed Repatriation Transition tax (Transition Tax) is a tax on previously untaxed accumulated and current earnings and profit (E&amp;P) of certain of our foreign subsidiaries. To determine the amount of Transition Tax, a company must determine, in addition to other factors, the amount of post-1986 E&amp;P of the relevant subsidiaries as well as the amount of non-U.S. income taxes paid on such earnings. The company believed it had an overall foreign E&amp;P deficit and accordingly did not record any provisional Transition Tax obligation as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;">. During 2018, the company concluded it did not have a transitional tax liability.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company determined at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2017</span><span style="font-family:inherit;font-size:10pt;"> the provisional calculations would be finalized after the underlying timing differences and foreign earnings and profits were finalized with the company's 2017 federal tax return filing. The provision calculations were finalized in 2018 with the company's federal tax return. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company has historically considered the undistributed earnings of the company's foreign subsidiaries to be indefinitely reinvested, and, accordingly, no taxes have been provided on such earnings (other than earnings of our Chinese subsidiary). The company continues to evaluate its plans for reinvestment or repatriation of unremitted foreign earnings and has not changed its previous indefinite reinvestment determination following the enactment of the Tax Act. As a result of U.S. tax reform legislation, </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">distributions of profits from non-U.S. subsidiaries are not expected to cause a significant incremental U.S. tax impact in the future. However, these distributions may be subject to non-U.S. withholding taxes if profits are distributed from certain jurisdictions. Undistributed profits of non-U.S. subsidiaries of approximately $36.3 million are considered indefinitely reinvested. Determination of the amount of unrecognized deferred tax liability related to indefinitely reinvested profits is not practicable.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company regularly reviews its cash positions and its determination of permanent reinvestment of foreign earnings. If the company determines all or a portion of such foreign earnings are no longer indefinitely reinvested, the company may be subject to additional foreign withholding taxes and U.S. state income taxes.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A reconciliation to the effective income tax rate from the federal statutory rate is as follows:</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:62%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Statutory federal income tax rate (benefit)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(21.0</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)%</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(21.0</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)%</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(35.0</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)%</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State and local income taxes, net of federal income tax benefit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax credits</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.2</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expiring foreign tax credits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40.2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign taxes at other than the federal statutory rate (including tax holidays)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.1</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.9</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.3</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Federal and foreign valuation allowance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(20.4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35.6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>46.2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Withholding taxes</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.1</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.2</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.1</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unremitted earnings</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Dividends</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.7</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Debt repurchase</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign branch activity</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.4</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.1</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.2</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Uncertain tax positions</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.9</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effects of US Tax Reform</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2.4</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Intraperiod allocations to OCI</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2.0</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other, net</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.7</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.9</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effective federal income tax rate</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21.1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>28.8</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.5</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, total deferred tax assets were </span><span style="font-family:inherit;font-size:10pt;"><span>$178,632,000</span></span><span style="font-family:inherit;font-size:10pt;">, total deferred tax liabilities were </span><span style="font-family:inherit;font-size:10pt;"><span>$38,290,000</span></span><span style="font-family:inherit;font-size:10pt;"> and the tax valuation allowance total was </span><span style="font-family:inherit;font-size:10pt;"><span>$162,790,000</span></span><span style="font-family:inherit;font-size:10pt;"> for a net deferred income tax liability of </span><span style="font-family:inherit;font-size:10pt;"><span>$22,448,000</span></span><span style="font-family:inherit;font-size:10pt;"> compared to total deferred tax assets of </span><span style="font-family:inherit;font-size:10pt;"><span>$178,301,000</span></span><span style="font-family:inherit;font-size:10pt;">, total deferred tax liabilities of </span><span style="font-family:inherit;font-size:10pt;"><span>$27,971,000</span></span><span style="font-family:inherit;font-size:10pt;"> and a tax valuation allowance total of </span><span style="font-family:inherit;font-size:10pt;"><span>$174,659,000</span></span><span style="font-family:inherit;font-size:10pt;"> for a net deferred income tax liability of </span><span style="font-family:inherit;font-size:10pt;"><span>$24,329,000</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;">. The company recorded a valuation allowance for its U.S. and certain foreign country net deferred tax assets where it is or is projected to be in a three-year cumulative loss.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Significant components of long-term deferred income tax assets and liabilities at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> are as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:19%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:19%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Bad Debt</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>841</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>954</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Warranty</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,391</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,134</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other accrued expenses and reserves</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,515</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>511</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventory</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,993</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,878</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Goodwill and intangibles</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22,686</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(23,589</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Convertible debt</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,530</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,225</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fixed assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(13,421</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,107</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Compensation and benefits</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,965</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,268</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss and credit carryforwards</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>121,602</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>131,896</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Product liability</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,113</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,315</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State and local taxes</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31,499</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31,345</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Valuation allowance</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(162,790</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(174,659</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Lease liability</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,713</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other, net</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(653</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(50</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net Deferred Income Taxes</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22,448</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24,329</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:36px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company made net payments for income taxes of </span><span style="font-family:inherit;font-size:10pt;"><span>$12,463,000</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$15,820,000</span></span><span style="font-family:inherit;font-size:10pt;">, and </span><span style="font-family:inherit;font-size:10pt;"><span>$15,377,000</span></span><span style="font-family:inherit;font-size:10pt;"> during the years ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively. </span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company has a federal domestic net operating loss carryforward of </span><span style="font-family:inherit;font-size:10pt;"><span>$360,749,000</span></span><span style="font-family:inherit;font-size:10pt;"> of which </span><span style="font-family:inherit;font-size:10pt;"><span>$287,360,000</span></span><span style="font-family:inherit;font-size:10pt;"> expires between </span><span style="font-family:inherit;font-size:10pt;">2034</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2037</span><span style="font-family:inherit;font-size:10pt;"> and the remaining are non-expiring; domestic interest carryforward of </span><span style="font-family:inherit;font-size:10pt;"><span>$49,656,000</span></span><span style="font-family:inherit;font-size:10pt;"> which is non-expiring and federal tax credit carryforwards of </span><span style="font-family:inherit;font-size:10pt;"><span>$15,838,000</span></span><span style="font-family:inherit;font-size:10pt;"> of which </span><span style="font-family:inherit;font-size:10pt;"><span>$4,906,000</span></span><span style="font-family:inherit;font-size:10pt;"> expire between </span><span style="font-family:inherit;font-size:10pt;">2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2022</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$9,070,000</span></span><span style="font-family:inherit;font-size:10pt;"> expire between </span><span style="font-family:inherit;font-size:10pt;">2023</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2027</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$1,862,000</span></span><span style="font-family:inherit;font-size:10pt;"> expire between </span><span style="font-family:inherit;font-size:10pt;">2031</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2037</span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, the company also had </span><span style="font-family:inherit;font-size:10pt;"><span>$665,139,000</span></span><span style="font-family:inherit;font-size:10pt;"> of domestic state and local tax loss carryforwards, of which </span><span style="font-family:inherit;font-size:10pt;"><span>$179,438,000</span></span><span style="font-family:inherit;font-size:10pt;"> expire between </span><span style="font-family:inherit;font-size:10pt;">2020</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2023</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$229,018,000</span></span><span style="font-family:inherit;font-size:10pt;"> expire between </span><span style="font-family:inherit;font-size:10pt;">2024</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2033</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$235,221,000</span></span><span style="font-family:inherit;font-size:10pt;"> expire after </span><span style="font-family:inherit;font-size:10pt;">2033</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$21,462,000</span></span><span style="font-family:inherit;font-size:10pt;"> have an unlimited carryover. </span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, the company had foreign tax loss carryforwards of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$76,800,000</span></span><span style="font-family:inherit;font-size:10pt;"> of which </span><span style="font-family:inherit;font-size:10pt;"><span>$16,069,000</span></span><span style="font-family:inherit;font-size:10pt;"> expire by </span><span style="font-family:inherit;font-size:10pt;">2026</span><span style="font-family:inherit;font-size:10pt;"> and the remaining are non-expiring all of which are offset by valuation allowances except for </span><span style="font-family:inherit;font-size:10pt;"><span>$582,000</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, the company had a liability for uncertain tax positions, excluding interest and penalties of </span><span style="font-family:inherit;font-size:10pt;"><span>$2,082,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$1,623,000</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. The total liabilities associated with unrecognized tax benefits that, if recognized, would impact the effective tax rates were </span><span style="font-family:inherit;font-size:10pt;"><span>$2,082,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$1,623,000</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at beginning of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,355</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,865</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Additions to:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Positions taken during the current year</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>641</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>58</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Positions taken during a prior year</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>52</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>163</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Exchange rate impact</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deductions due to:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Exchange rate impact</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Positions taken during a prior year</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(546</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Lapse of statute of limitations</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(190</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(163</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at end of year</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,872</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,355</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company recognizes interest and penalties associated with uncertain tax positions in income tax expense. During </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> the expense (benefit) for interest and penalties was </span><span style="font-family:inherit;font-size:10pt;"><span>$13,000</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>$(322,000)</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$30,000</span></span><span style="font-family:inherit;font-size:10pt;">, respectively. The company had approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$530,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$517,000</span></span><span style="font-family:inherit;font-size:10pt;"> of accrued interest and penalties as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, respectively.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company and its subsidiaries file income tax returns in the U.S. and certain foreign jurisdictions. The company is subject to U.S. federal income tax examinations for calendar years </span><span style="font-family:inherit;font-size:10pt;">2016</span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> with limited exceptions, and is subject to various U.S. state income tax examinations for </span><span style="font-family:inherit;font-size:10pt;">2015</span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">. With regards to foreign income tax jurisdictions, the company is generally subject to examinations for the periods </span><span style="font-family:inherit;font-size:10pt;">2013</span><span style="font-family:inherit;font-size:10pt;"> to </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">.</span></div> <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Earnings (loss) from continuing operations before income taxes consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Domestic</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(66,135</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(72,703</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(96,343</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22,110</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>38,601</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>30,093</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(44,025</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(34,102</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(66,250</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> -66135000 -72703000 -96343000 22110000 38601000 30093000 -44025000 -34102000 -66250000 <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company has provided for income taxes (benefits) from continuing operations as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Current:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Federal</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>152</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(202</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(125</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(90</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>147</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(437</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,070</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,675</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15,223</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,132</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,620</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14,661</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deferred:</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Federal</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(148</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,073</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,164</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(682</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(727</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,206</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(830</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,800</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,370</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Income Taxes</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,302</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,820</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,291</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 152000 -202000 -125000 -90000 147000 -437000 10070000 12675000 15223000 10132000 12620000 14661000 -148000 -2073000 -2164000 0 0 0 -682000 -727000 -2206000 -830000 -2800000 -4370000 9302000 9820000 10291000 680000 148000 2023000 0.21 64440000 20034000 45986000 1580000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A reconciliation to the effective income tax rate from the federal statutory rate is as follows:</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9"/></tr><tr><td style="width:62%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Statutory federal income tax rate (benefit)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(21.0</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)%</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(21.0</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)%</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(35.0</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)%</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State and local income taxes, net of federal income tax benefit</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.2</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.3</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax credits</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.2</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Expiring foreign tax credits</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40.2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4.7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign taxes at other than the federal statutory rate (including tax holidays)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.1</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.9</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.3</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Federal and foreign valuation allowance</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(20.4</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>35.6</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>46.2</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Withholding taxes</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.1</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.2</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.1</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Unremitted earnings</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.1</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Dividends</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5.7</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Debt repurchase</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.7</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign branch activity</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12.4</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.1</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.2</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Uncertain tax positions</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.4</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.9</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>0.1</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effects of US Tax Reform</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2.4</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Intraperiod allocations to OCI</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2.0</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other, net</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1.7</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(0.1</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2.9</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Effective federal income tax rate</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>21.1</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>28.8</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15.5</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> %</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 0.210 0.210 0.350 -0.002 0.003 -0.004 0 0 0.002 0.402 -0.047 -0.021 0.051 0.129 -0.013 -0.204 0.356 0.462 0.001 0.002 0.001 0.001 0 -0.011 0 0 0.057 0.017 0 0 0.124 0.001 -0.012 0.014 -0.019 0.001 0 0 -0.024 0 -0.020 0 0.017 0.001 -0.029 0.211 0.288 0.155 178632000 38290000 162790000 22448000 178301000 27971000 174659000 24329000 <div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Significant components of long-term deferred income tax assets and liabilities at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> are as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:56%;"/><td style="width:1%;"/><td style="width:19%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:19%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Bad Debt</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>841</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>954</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Warranty</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,391</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,134</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other accrued expenses and reserves</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,515</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>511</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventory</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,993</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,878</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Goodwill and intangibles</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22,686</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(23,589</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Convertible debt</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,530</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,225</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Fixed assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(13,421</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,107</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Compensation and benefits</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,965</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,268</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss and credit carryforwards</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>121,602</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>131,896</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Product liability</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,113</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,315</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">State and local taxes</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31,499</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31,345</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Valuation allowance</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(162,790</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(174,659</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Lease liability</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,713</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other, net</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(653</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(50</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net Deferred Income Taxes</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22,448</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(24,329</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 841000 954000 1391000 2134000 1515000 511000 2993000 2878000 22686000 23589000 1530000 1225000 13421000 3107000 5965000 6268000 121602000 131896000 3113000 2315000 31499000 31345000 162790000 174659000 9713000 0 -653000 -50000 22448000 24329000 12463000 15820000 15377000 360749000 287360000 49656000 15838000 4906000 9070000 1862000 665139000 179438000 229018000 235221000 21462000 76800000 16069000 582000 2082000 1623000 2082000 1623000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:75%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at beginning of year</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,355</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,865</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Additions to:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Positions taken during the current year</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>641</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>58</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Positions taken during a prior year</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>52</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>163</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Exchange rate impact</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deductions due to:</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Exchange rate impact</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(22</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Positions taken during a prior year</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(546</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Lapse of statute of limitations</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(190</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(163</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Balance at end of year</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,872</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,355</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 2355000 2865000 641000 58000 52000 163000 14000 0 0 22000 0 546000 190000 163000 2872000 2355000 13000 322000 30000 530000 517000 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Net Loss Per Common Share</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table sets forth the computation of basic and diluted net earnings (loss) per common share for the periods indicated.</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(In thousands, except per share data)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Basic</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Average common shares outstanding</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,594</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,124</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32,752</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Net loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(53,327</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(43,922</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(76,541</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Net loss per common share</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.59</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.33</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2.34</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Diluted</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Average common shares outstanding</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,594</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,124</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32,752</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Stock options and awards</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>48</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>419</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>464</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Average common shares assuming dilution</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,642</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,543</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,216</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Net loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(53,327</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(43,922</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(76,541</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Net loss per common share *</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.59</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.33</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2.34</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">* Net earnings (loss) per share assuming dilution calculated utilizing weighted average shares outstanding - basic for the periods in which there was a net loss.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, shares associated with stock options of </span><span style="font-family:inherit;font-size:10pt;"><span>326,799</span></span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;"><span>333,899</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>801,992</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, were excluded from the average common shares assuming dilution, as they were anti-dilutive. At </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">, the majority of the anti-dilutive shares were granted at an exercise price of </span><span style="font-family:inherit;font-size:10pt;"><span>$25.24</span></span><span style="font-family:inherit;font-size:10pt;">, which was </span><span style="font-family:inherit;font-size:10pt;">higher</span><span style="font-family:inherit;font-size:10pt;"> than the average fair market value price of </span><span style="font-family:inherit;font-size:10pt;"><span>$6.93</span></span><span style="font-family:inherit;font-size:10pt;"> for </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">. In </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, the majority of the anti-dilutive shares were granted at an exercise price of </span><span style="font-family:inherit;font-size:10pt;"><span>$25.24</span></span><span style="font-family:inherit;font-size:10pt;">, which was </span><span style="font-family:inherit;font-size:10pt;">higher</span><span style="font-family:inherit;font-size:10pt;"> than the average fair market value price of </span><span style="font-family:inherit;font-size:10pt;"><span>$15.27</span></span><span style="font-family:inherit;font-size:10pt;"> for </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">. In </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, the majority of the anti-dilutive shares were granted at an exercise price of </span><span style="font-family:inherit;font-size:10pt;"><span>$25.79</span></span><span style="font-family:inherit;font-size:10pt;">, which was </span><span style="font-family:inherit;font-size:10pt;">higher</span><span style="font-family:inherit;font-size:10pt;"> than the average fair market value price of </span><span style="font-family:inherit;font-size:10pt;"><span>$13.93</span></span><span style="font-family:inherit;font-size:10pt;"> for </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">. For the </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> net loss per share from continuing operations calculation, all the shares associated with stock options were anti-dilutive because of the company's loss. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">For </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and 2016, 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.</span></div> <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table sets forth the computation of basic and diluted net earnings (loss) per common share for the periods indicated.</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="11" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(In thousands, except per share data)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Basic</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Average common shares outstanding</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,594</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,124</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32,752</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Net loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(53,327</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(43,922</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(76,541</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Net loss per common share</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.59</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.33</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2.34</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Diluted</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Average common shares outstanding</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,594</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,124</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32,752</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Stock options and awards</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>48</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>419</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>464</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Average common shares assuming dilution</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,642</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,543</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>33,216</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Net loss</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(53,327</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(43,922</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(76,541</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Net loss per common share *</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.59</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1.33</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2.34</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">* Net earnings (loss) per share assuming dilution calculated utilizing weighted average shares outstanding - basic for the periods in which there was a net loss.</span></div> 33594000 33124000 32752000 -53327000 -43922000 -76541000 -1.59 -1.33 -2.34 33594000 33124000 32752000 48000 419000 464000 33642000 33543000 33216000 -53327000 -43922000 -76541000 -1.59 -1.33 -2.34 326799 333899 801992 25.24 6.93 25.24 15.27 25.79 13.93 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Concentration of Credit Risk</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$2,355,000</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> to DLL for events of default under the contracts, which total </span><span style="font-family:inherit;font-size:10pt;"><span>$9,008,000</span></span><span style="font-family:inherit;font-size:10pt;"> at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;">. </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Guarantees,</span><span style="font-family:inherit;font-size:10pt;"> ASC 460, requires the company to record a guarantee liability as it relates to the limited recourse obligation. As such, the company has recorded a liability of </span><span style="font-family:inherit;font-size:10pt;"><span>$41,000</span></span><span style="font-family:inherit;font-size:10pt;"> for this guarantee obligation within accrued expenses. The company's recourse is re-evaluated by DLL biannually, 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 </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Receivables,</span><span style="font-family:inherit;font-size:10pt;"> ASC 310-10-05-4</span><span style="font-family:inherit;font-size:10pt;font-style:italic;">.</span><span style="font-family:inherit;font-size:10pt;"> Credit losses are provided for in the financial statements.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Substantially all the company's receivables are due from health care, medical equipment providers and long-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. 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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company's top </span><span style="font-family:inherit;font-size:10pt;"><span>10</span></span><span style="font-family:inherit;font-size:10pt;"> customers accounted for approximately </span><span style="font-family:inherit;font-size:10pt;"><span>19.1%</span></span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> net sales. The loss of business of </span><span style="font-family:inherit;font-size:10pt;">one</span><span style="font-family:inherit;font-size:10pt;"> or more of these customers may have a significant impact on the company, although no single customer accounted for more than </span><span style="font-family:inherit;font-size:10pt;"><span>5.2%</span></span><span style="font-family:inherit;font-size:10pt;"> of the company's </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> net sales. Providers who are part of a buying group generally make individual purchasing decisions and are invoiced directly by the company.</span></div> 2355000 9008000 41000 10 0.191 0.052 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Derivatives</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Cash Flow Hedging Strategy</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company uses derivative instruments in an attempt to manage its exposure to transactional foreign currency exchange 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. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>50%</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>90%</span></span><span style="font-family:inherit;font-size:10pt;"> 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$148,874,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$165,200,000</span></span><span style="font-family:inherit;font-size:10pt;"> matured during the twelve months ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, respectively. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Outstanding foreign currency forward exchange contracts qualifying and designated for hedge accounting treatment were as follows (in thousands USD):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Notional</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Unrealized</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Net Gain</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(Loss)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Notional</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Unrealized</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Net Gain</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(Loss)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">USD / AUD</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,840</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(106</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,390</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>146</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">USD / CAD</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,888</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,221</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(101</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">USD / CNY</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,460</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">USD / EUR</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>110,905</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>122</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>70,748</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>173</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">USD / GBP</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,972</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,233</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">USD / NZD</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,760</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(166</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,359</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>149</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">USD / SEK</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,062</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(38</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>603</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">USD / MXP</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,763</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>346</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,801</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">EUR / CAD</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,151</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">EUR / CHF</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,821</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">EUR / GBP</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29,824</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(216</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41,087</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>174</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">EUR / NOK</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,797</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>977</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">EUR / SEK</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,493</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(46</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15,106</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(92</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">EUR / NZD</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,042</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">DKK / SEK</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,936</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,561</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NOK / SEK</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,151</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>207,363</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>174,588</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>582</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Derivatives Not Qualifying or Designated for Hedge Accounting Treatment</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> or </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> related to these contracts and the associated short-term intercompany trading receivables and payables.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency forward exchange contracts not qualifying or designated for hedge accounting treatment, as well as ineffective hedges, entered into in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, respectively, and outstanding were as follows (in thousands USD):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:49%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Notional</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Gain</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(Loss)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Notional</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Gain</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(Loss)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">AUD / USD</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,000</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(94</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,500</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>167</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CAD / USD</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,000</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(50</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d8d8d8;">EUR / USD</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,000</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>104</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">GBP / USD</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,000</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NZD / USD</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,500</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(101</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,000</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>30</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NOK / EUR</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NZD / AUD</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,900</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,800</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>47,400</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(78</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>25,318</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>219</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The fair values of the company's derivative instruments were as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:49%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Liabilities</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Derivatives designated as hedging instruments under ASC 815</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency forward exchange contracts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>668</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>657</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>792</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>210</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Derivatives not designated as hedging instruments under ASC 815</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency forward exchange contracts</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>170</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>248</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>228</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Total derivatives</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>838</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>905</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,020</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>219</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The effect of derivative instruments on Accumulated Other Comprehensive Income (OCI) and the Statement of Comprehensive Income (Loss) was as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:38%;"/><td style="width:1%;"/><td style="width:15%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:19%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:20%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivatives (foreign currency forward exchange contracts) in ASC 815 cash flow hedge relationships</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount of Gain</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(Loss) Recognized in Accumulated OCI on Derivatives</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(Effective Portion)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount of Gain (Loss)</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Reclassified from</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated OCI into</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Income (Effective</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Portion)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount of Gain (Loss)</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Recognized in Income</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">on Derivatives (Ineffective Portion</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">and Amount Excluded from</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Effectiveness Testing)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Year ended December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,958</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,528</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Year ended December 31, 2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,098</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>266</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivatives (foreign currency forward exchange contracts) not designated as hedging instruments under ASC 815</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount of Gain (Loss)</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Recognized in Income on</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivatives</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Year ended December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(78</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Year ended December 31, 2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>219</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. In </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, net sales were </span><span style="font-family:inherit;font-size:10pt;">increased</span><span style="font-family:inherit;font-size:10pt;"> by </span><span style="font-family:inherit;font-size:10pt;"><span>$52,000</span></span><span style="font-family:inherit;font-size:10pt;"> and cost of product sold was </span><span style="font-family:inherit;font-size:10pt;">decreased</span><span style="font-family:inherit;font-size:10pt;"> by </span><span style="font-family:inherit;font-size:10pt;"><span>$2,673,000</span></span><span style="font-family:inherit;font-size:10pt;"> for a net pre-tax realized </span><span style="font-family:inherit;font-size:10pt;">gain</span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;"><span>$2,725,000</span></span><span style="font-family:inherit;font-size:10pt;">. In </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, net sales were </span><span style="font-family:inherit;font-size:10pt;">decreased</span><span style="font-family:inherit;font-size:10pt;"> by </span><span style="font-family:inherit;font-size:10pt;"><span>$1,352,000</span></span><span style="font-family:inherit;font-size:10pt;"> and cost of product sold was </span><span style="font-family:inherit;font-size:10pt;">decreased</span><span style="font-family:inherit;font-size:10pt;"> by </span><span style="font-family:inherit;font-size:10pt;"><span>$1,591,000</span></span><span style="font-family:inherit;font-size:10pt;"> for a net pre-tax realized </span><span style="font-family:inherit;font-size:10pt;">gain</span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;"><span>$239,000</span></span><span style="font-family:inherit;font-size:10pt;">. In </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, net sales were </span><span style="font-family:inherit;font-size:10pt;">increased</span><span style="font-family:inherit;font-size:10pt;"> by </span><span style="font-family:inherit;font-size:10pt;"><span>$517,000</span></span><span style="font-family:inherit;font-size:10pt;"> and cost of product sold was </span><span style="font-family:inherit;font-size:10pt;">increased</span><span style="font-family:inherit;font-size:10pt;"> by </span><span style="font-family:inherit;font-size:10pt;"><span>$1,357,000</span></span><span style="font-family:inherit;font-size:10pt;"> for a net realized </span><span style="font-family:inherit;font-size:10pt;">loss</span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;"><span>$840,000</span></span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">A </span><span style="font-family:inherit;font-size:10pt;">loss</span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;"><span>$78,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, a </span><span style="font-family:inherit;font-size:10pt;">gain</span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;"><span>$150,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and a </span><span style="font-family:inherit;font-size:10pt;">loss</span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;"><span>$78,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;"> were recognized in selling, general and administrative (SG&amp;A) expenses related to forward contracts not designated as hedging instruments. The forward contracts were entered into to offset gains/losses that were also recorded in SG&amp;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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company's derivative agreements provide the counterparties with a right of set off in the event of a default. 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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span><span style="font-family:inherit;font-size:10pt;"><span>$150,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> in aggregate principal amount of the company's </span><span style="font-family:inherit;font-size:10pt;"><span>5.00%</span></span><span style="font-family:inherit;font-size:10pt;"> Convertible Senior Notes due 2021. The 2021 warrants, which increased paid in capital by </span><span style="font-family:inherit;font-size:10pt;"><span>$12,376,000</span></span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$27,975,000</span></span><span style="font-family:inherit;font-size:10pt;"> and a liability of </span><span style="font-family:inherit;font-size:10pt;"><span>$34,480,000</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, with the offset to the income statement. </span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">During the second quarter of 2017, the company entered into privately negotiated convertible 2022 note hedges and warrants in connection with its sale of </span><span style="font-family:inherit;font-size:10pt;"><span>$120,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> in aggregate principal amount of the company's </span><span style="font-family:inherit;font-size:10pt;"><span>4.50%</span></span><span style="font-family:inherit;font-size:10pt;"> Convertible Senior Notes due 2022. The 2022 warrants, which increased paid in capital by </span><span style="font-family:inherit;font-size:10pt;"><span>$14,100,000</span></span><span style="font-family:inherit;font-size:10pt;">, 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 </span><span style="font-family:inherit;font-size:10pt;"><span>$24,780,000</span></span><span style="font-family:inherit;font-size:10pt;"> and a liability of </span><span style="font-family:inherit;font-size:10pt;"><span>$28,859,000</span></span><span style="font-family:inherit;font-size:10pt;">, respectively, with the offset to the income statement. </span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The fair values of the outstanding convertible note derivatives as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and their effect on the Statement of Comprehensive Income (Loss) were as follows (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Gain (Loss)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Fair Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Twelve Months Ended</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2021 debt conversion long-term liability</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(2,210</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>51,696</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2022 debt conversion long-term liability</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(6,193</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>50,803</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2021 note hedge long-term asset</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>2,852</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(45,887</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2022 note hedge long-term asset</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>6,748</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(44,618</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net fair value and net gains (losses) on convertible debt derivatives</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,197</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>11,994</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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. The year-to-date changes in the fair values of the convertible debt conversion liabilities and note hedge derivatives were significantly impacted by the change in the company's stock price. </span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On </span><span style="font-family:inherit;font-size:10pt;">May 16, 2019</span><span style="font-family:inherit;font-size:10pt;">, the company received shareholder approval authorizing it to elect to settle future conversions of convertible notes in common shares. As a result of the shareholder approval, the note hedge assets and conversion liabilities may no longer be bifurcated and accounted for as separate derivatives and thus were eliminated together with a corresponding offset to additional paid-in-capital.</span></div> 0.50 0.90 148874000 165200000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Outstanding foreign currency forward exchange contracts qualifying and designated for hedge accounting treatment were as follows (in thousands USD):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Notional</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Unrealized</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Net Gain</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(Loss)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Notional</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Unrealized</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Net Gain</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(Loss)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">USD / AUD</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,840</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(106</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,390</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>146</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">USD / CAD</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,888</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>12,221</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(101</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">USD / CNY</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,460</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>32</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">USD / EUR</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>110,905</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>122</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>70,748</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>173</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">USD / GBP</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,972</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,233</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">USD / NZD</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,760</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(166</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,359</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>149</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">USD / SEK</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,062</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(38</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>603</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">USD / MXP</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,763</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>346</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,801</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>37</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">EUR / CAD</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,151</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">EUR / CHF</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,821</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">EUR / GBP</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29,824</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(216</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>41,087</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>174</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">EUR / NOK</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,797</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>977</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">EUR / SEK</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,493</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(46</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>15,106</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(92</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">EUR / NZD</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,042</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>64</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">DKK / SEK</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,936</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>24</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,561</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NOK / SEK</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,151</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>207,363</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>174,588</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>582</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 3840000 -106000 6390000 146000 3888000 32000 12221000 -101000 0 0 4460000 32000 110905000 122000 70748000 173000 3972000 -8000 1233000 0 2760000 -166000 10359000 149000 5062000 -38000 603000 0 6763000 346000 7801000 37000 4151000 24000 0 0 9821000 10000 0 0 29824000 -216000 41087000 174000 5797000 15000 977000 0 9493000 -46000 15106000 -92000 0 0 2042000 64000 5936000 24000 1561000 0 5151000 18000 0 0 207363000 11000 174588000 582000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency forward exchange contracts not qualifying or designated for hedge accounting treatment, as well as ineffective hedges, entered into in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;">, respectively, and outstanding were as follows (in thousands USD):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:49%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Notional</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Gain</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(Loss)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Notional</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Gain</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(Loss)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">AUD / USD</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,000</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(94</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,500</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>167</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">CAD / USD</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>8,000</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(50</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d8d8d8;">EUR / USD</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,000</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>104</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">GBP / USD</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,000</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>40</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NZD / USD</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,500</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(101</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,000</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>30</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NOK / EUR</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">NZD / AUD</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,900</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,800</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>47,400</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(78</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>25,318</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>219</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 10000000 -94000 11500000 167000 8000000 -50000 0 0 10000000 104000 0 0 7000000 40000 0 0 4500000 -101000 3000000 30000 0 0 18000 0 7900000 23000 10800000 22000 47400000 -78000 25318000 219000 <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The fair values of the company's derivative instruments were as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:49%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Liabilities</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Assets</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Liabilities</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Derivatives designated as hedging instruments under ASC 815</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency forward exchange contracts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>668</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>657</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>792</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>210</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Derivatives not designated as hedging instruments under ASC 815</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Foreign currency forward exchange contracts</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>170</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>248</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>228</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:36px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Total derivatives</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>838</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>905</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,020</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>219</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 668000 657000 792000 210000 170000 248000 228000 9000 838000 905000 1020000 219000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The effect of derivative instruments on Accumulated Other Comprehensive Income (OCI) and the Statement of Comprehensive Income (Loss) was as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:38%;"/><td style="width:1%;"/><td style="width:15%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:19%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:20%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivatives (foreign currency forward exchange contracts) in ASC 815 cash flow hedge relationships</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount of Gain</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(Loss) Recognized in Accumulated OCI on Derivatives</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(Effective Portion)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount of Gain (Loss)</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Reclassified from</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated OCI into</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Income (Effective</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Portion)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount of Gain (Loss)</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Recognized in Income</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">on Derivatives (Ineffective Portion</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">and Amount Excluded from</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Effectiveness Testing)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Year ended December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,958</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,528</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Year ended December 31, 2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,098</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>266</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivatives (foreign currency forward exchange contracts) not designated as hedging instruments under ASC 815</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount of Gain (Loss)</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Recognized in Income on</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivatives</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Year ended December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(78</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Year ended December 31, 2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>219</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 1958000 2528000 0 2098000 266000 0 -78000 219000 52000 2673000 2725000 -1352000 1591000 239000 517000 1357000 -840000 -78000 150000 78000 150000000 0.0500 12376000 27975000 34480000 120000000 0.0450 14100000 24780000 28859000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The fair values of the outstanding convertible note derivatives as of </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and their effect on the Statement of Comprehensive Income (Loss) were as follows (in thousands):</span></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:53%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Gain (Loss)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Fair Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Twelve Months Ended</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">December 31, 2019</span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">December 31, 2018</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2021 debt conversion long-term liability</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(2,210</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>51,696</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2022 debt conversion long-term liability</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(6,193</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>50,803</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2021 note hedge long-term asset</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>2,852</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(45,887</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2022 note hedge long-term asset</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>6,748</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(44,618</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net fair value and net gains (losses) on convertible debt derivatives</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,197</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>11,994</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div> 0 -2210000 51696000 0 -6193000 50803000 0 2852000 -45887000 0 6748000 -44618000 0 1197000 11994000 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Fair Values</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On </span><span style="font-family:inherit;font-size:10pt;">May 16, 2019</span><span style="font-family:inherit;font-size:10pt;">, the company received shareholder approval to elect to settle future conversions of convertible notes in common shares. As a result of the shareholder approval, the note hedge assets and conversion liabilities may no longer be bifurcated and accounted for as separate derivatives and thus they are no longer accounted for as separate assets and liabilities.</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table provides a summary of the company's assets and liabilities that are measured on a recurring basis (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="11"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:19%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:19%;"/><td style="width:1%;"/></tr><tr><td rowspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="9" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Basis for Fair Value Measurements at Reporting Date</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Quoted Prices in Active Markets</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">for Identical</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Assets / (Liabilities)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Significant</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Other</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Observable</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Inputs</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Significant</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Other</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Unobservable</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Inputs</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Level I</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Level II</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Level III</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;text-decoration:underline;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Forward exchange contracts—net</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(67</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;text-decoration:underline;">December 31, 2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Forward exchange contracts—net</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>801</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2021 debt conversion liability</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(1,458</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2021 note hedge asset</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,028</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2022 debt conversion liability</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(2,611</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2022 note hedge asset</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>2,062</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The carrying and fair values of the company's financial instruments at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> are as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:59%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Carrying</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Fair Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Carrying</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Fair Value</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Cash and cash equivalents</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>80,063</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>80,063</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>116,907</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>116,907</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Other investments</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>85</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>85</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>90</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>90</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Installment receivables, net of reserves</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>913</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>913</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,796</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,796</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Long-term debt (including current maturities of long-term debt) *</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(267,366</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(225,037</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(255,645</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(181,928</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2021 debt conversion liability in Other Long-Term Obligations</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(1,458</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(1,458</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2021 note hedge in Other Long-Term Assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,028</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,028</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2022 debt conversion liability in Other Long-Term Obligations</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(2,611</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(2,611</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2022 note hedge in Other Long-Term Assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>2,062</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>2,062</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Forward contracts in Other Current Assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>838</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>838</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,020</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,020</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Forward contracts in Accrued Expenses</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(905</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(905</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(219</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(219</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">________</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">* 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 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 are also shown net of the discount and fees. Long-term debt amounts also include long term lease obligations for both operating and financing leases.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company, in estimating its fair value disclosures for financial instruments, used the following methods and assumptions:</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Cash, cash equivalents:</span><span style="font-family:inherit;font-size:10pt;"> The carrying value reported in the balance sheet for cash, cash equivalents equals its fair value.</span></div><div style="line-height:120%;text-align:justify;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Other investments:</span><span style="font-family:inherit;font-size:10pt;"> The company has an investment in a limited partnership, which is accounted for using the cost method, adjusted for any estimated declines in value. The investment was acquired in a private placement and there is </span><span style="font-family:inherit;font-size:10pt;">no</span><span style="font-family:inherit;font-size:10pt;"> 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 of each year. No impairment was recognized in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;">, </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> or </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Installment receivables:</span><span style="font-family:inherit;font-size:10pt;"> 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.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Long-term debt:</span><span style="font-family:inherit;font-size:10pt;"> 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. Long term lease obligations for both operating and financing leases are based on present value of minimum lease payments. The fair values are deemed to be categorized as Level 2 in the fair value hierarchy.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Convertible debt derivatives:</span><span style="font-family:inherit;font-size:10pt;"> The fair values for the convertible debt conversion liabilities and note hedge derivatives were based on valuation models in which all the significant inputs are observable in active markets.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Forward Contracts:</span><span style="font-family:inherit;font-size:10pt;"> The company operates internationally, and as a result, is exposed to foreign currency fluctuations. Specifically, the exposure includes intercompany loans and third-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. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The gains and losses that result from the majority of the forward contracts are deferred and recognized when the offsetting gains and losses for the identified transactions are recognized. The company recognized a net </span><span style="font-family:inherit;font-size:10pt;">gain</span><span style="font-family:inherit;font-size:10pt;"> of </span><span style="font-family:inherit;font-size:10pt;"><span>$2,725,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> compared to a gain of </span><span style="font-family:inherit;font-size:10pt;"><span>$239,000</span></span><span style="font-family:inherit;font-size:10pt;"> and a loss of </span><span style="font-family:inherit;font-size:10pt;"><span>$840,000</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">, respectively, related to ASC 815 designated derivatives. Gains or losses recognized as the result of the settlement of forward contracts are recognized in cost of products sold for hedges of inventory transactions, sales for hedges of forecasted sales or selling, general and administrative expenses for other hedged transactions. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-style:italic;">Intangibles and Goodwill:</span><span style="font-family:inherit;font-size:10pt;"> Under </span><span style="font-family:inherit;font-size:10pt;font-style:italic;">Intangibles—Goodwill and Other</span><span style="font-family:inherit;font-size:10pt;">, ASC 350, goodwill and intangible assets deemed to have indefinite lives are subject to annual impairment tests. Furthermore, goodwill and other long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To review goodwill for impairment in accordance with ASC 350, the company first estimates the fair value of each reporting unit and compares the calculated fair value to the carrying value of each reporting unit. A reporting unit is defined as an operating segment or one level below. The company has determined that its reporting units are North America / HME, Europe, Institutional Products Group and Asia Pacific. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">To estimate the fair values of the reporting units, the company utilizes a discounted cash flow method model in which the company forecasts income statement and balance sheet amounts based on assumptions regarding future sales growth, profitability, inventory turns, days' sales outstanding, etc. to forecast future cash flows. The cash flows are discounted using a weighted average cost of capital discount rate where the cost of debt is based on quoted rates for </span><span style="font-family:inherit;font-size:10pt;"><span>20</span></span><span style="font-family:inherit;font-size:10pt;">-year debt of companies of similar credit risk and the cost of equity is based upon the </span><span style="font-family:inherit;font-size:10pt;"><span>20</span></span><span style="font-family:inherit;font-size:10pt;">-year treasury rate for the risk-free rate, a market risk premium, the industry average beta and a small cap stock adjustment. The discount rates used have a significant impact upon the discounted cash flow methodology utilized in the company's annual impairment testing as higher discount rates decrease the fair value estimates. The assumptions used are based on a market participant view and yielded a discount rate of </span><span style="font-family:inherit;font-size:10pt;"><span>11.88%</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> for the company's annual impairment analysis for the reporting units with goodwill compared to </span><span style="font-family:inherit;font-size:10pt;"><span>12.41%</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>9.07%</span></span><span style="font-family:inherit;font-size:10pt;"> in </span><span style="font-family:inherit;font-size:10pt;">2017</span><span style="font-family:inherit;font-size:10pt;">. </span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company also utilizes an Enterprise Value (EV) to EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) Method to compute the fair value of its reporting units which considers potential acquirers and their EV to EBITDA multiples adjusted by an estimated premium. While more weight is given to the discounted cash flow method, the EV to EBITDA Method does provide </span></div><div style="line-height:120%;padding-top:12px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">corroborative evidence of the reasonableness of the discounted cash flow method results.</span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">While there was no indication of impairment in </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> related to goodwill for the Europe or Institutional Products Group units, a future potential impairment is possible for these reporting units should actual results differ materially from forecasted results used in the valuation analysis. Furthermore, the company's annual valuation of goodwill can differ materially if the market inputs used to determine the discount rate change significantly. For instance, higher interest rates or greater stock price volatility would increase the discount rate and thus increase the chance of impairment. In consideration of this potential, the company reviewed the results if the discount rate used were </span><span style="font-family:inherit;font-size:10pt;">100</span><span style="font-family:inherit;font-size:10pt;"> basis points higher for the </span><span style="font-family:inherit;font-size:10pt;">2019</span><span style="font-family:inherit;font-size:10pt;"> impairment analysis and determined that there still would </span><span style="font-family:inherit;font-size:10pt;">not be</span><span style="font-family:inherit;font-size:10pt;"> any indicator of potential impairment for Europe and Institutional Products Group reporting units.</span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company recognized an intangible impairment charge in the Institutional Products Group reporting unit, which is part of the North America segment, of </span><span style="font-family:inherit;font-size:10pt;"><span>$587,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$435,000</span></span><span style="font-family:inherit;font-size:10pt;"> after-tax) in 2019 and </span><span style="font-family:inherit;font-size:10pt;"><span>$583,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$431,000</span></span><span style="font-family:inherit;font-size:10pt;"> after-tax) in 2018 related to a trademark with an indefinite life. The fair value of the trademark was calculated using a relief from royalty payment methodology which requires applying an estimated market royalty rate to forecasted net sales and discounting the resulting cash flows to determine fair value.</span></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The fair values of the company's intangible assets were calculated using inputs that are not observable in the market and included management's own estimates regarding the assumptions that market participants would use and thus these inputs are deemed Level III inputs in regard to the fair value hierarchy.</span></div> <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The following table provides a summary of the company's assets and liabilities that are measured on a recurring basis (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="11"/></tr><tr><td style="width:37%;"/><td style="width:1%;"/><td style="width:19%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:18%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:19%;"/><td style="width:1%;"/></tr><tr><td rowspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="9" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Basis for Fair Value Measurements at Reporting Date</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Quoted Prices in Active Markets</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">for Identical</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Assets / (Liabilities)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Significant</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Other</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Observable</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Inputs</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Significant</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Other</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Unobservable</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Inputs</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Level I</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Level II</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Level III</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;text-decoration:underline;">December 31, 2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Forward exchange contracts—net</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(67</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;text-decoration:underline;">December 31, 2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Forward exchange contracts—net</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>801</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2021 debt conversion liability</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(1,458</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2021 note hedge asset</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,028</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2022 debt conversion liability</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(2,611</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2022 note hedge asset</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>2,062</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 0 -67000 0 0 801000 0 0 -1458000 0 0 1028000 0 0 2611000 0 0 2062000 0 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The carrying and fair values of the company's financial instruments at </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;">2018</span><span style="font-family:inherit;font-size:10pt;"> are as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:59%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:8%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:7%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Carrying</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Fair Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Carrying</span></div><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Value</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">Fair Value</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Cash and cash equivalents</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>80,063</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>80,063</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>116,907</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>116,907</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Other investments</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>85</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>85</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>90</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>90</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Installment receivables, net of reserves</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>913</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>913</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,796</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,796</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Long-term debt (including current maturities of long-term debt) *</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(267,366</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(225,037</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(255,645</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(181,928</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2021 debt conversion liability in Other Long-Term Obligations</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(1,458</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(1,458</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2021 note hedge in Other Long-Term Assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,028</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,028</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2022 debt conversion liability in Other Long-Term Obligations</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(2,611</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(2,611</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Convertible 2022 note hedge in Other Long-Term Assets</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>2,062</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>2,062</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Forward contracts in Other Current Assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>838</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>838</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,020</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,020</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Forward contracts in Accrued Expenses</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(905</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(905</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(219</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(219</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">________</span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">* 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 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 are also shown net of the discount and fees. Long-term debt amounts also include long term lease obligations for both operating and financing leases.</span></div> 80063000 80063000 116907000 116907000 85000 85000 90000 90000 913000 913000 1796000 1796000 267366000 225037000 255645000 181928000 0 0 -1458000 -1458000 0 0 1028000 1028000 0 0 -2611000 -2611000 0 0 2062000 2062000 838000 838000 1020000 1020000 905000 905000 219000 219000 2725000 239000 -840000 P20Y P20Y 0.1188 0.1241 0.0907 587000 435000 583000 431000 <div style="line-height:120%;padding-bottom:8px;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Business Segments</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The company operates in two primary business segments: North America and Europe with each selling the company's primary product categories, which include: lifestyle, mobility and seating and respiratory therapy products. Sales in Asia Pacific are reported in All Other and include products similar to those sold in North America and Europe. 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. </span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 impairments and gain on sale of business (as applicable).</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">This performance measure, segment operating income (loss), is used by the Chief Operating Decision Maker (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 </span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Directors regarding segment performance and is a key metric in the performance management assessment of the company's employees. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In the first quarter of 2019, the company reassessed the alignment of its reporting segments and combined the North America/Home Medical Equipment (NA/HME) and Institutional Products Group (IPG) segments into a single operating segment, referred to as North America. This change better reflects how the company manages, allocates resources and assesses performance of the businesses contained in the North America segment. Additionally, the company reassessed the activity of the businesses in its former Asia Pacific segment and began reporting the Asia Pacific businesses as part of the All Other segment, since those businesses, individually and collectively, are not large enough relative to the company's overall business to merit disclosure as a separate reporting segment. The company believes that these changes provide improved transparency of the company’s business results to its shareholders, and are better aligned with how the company manages its businesses. Segment results for 2018 and 2017 have been reclassified to reflect the realignment of the company’s reporting segments and be comparable to the segment results for 2019.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">As part of the company's realignment of its reportable and operating segments, the company considered whether the reporting units used for purposes of assessing impairment of goodwill should be changed and concluded that no changes were necessary.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The information by segment is as follows (in thousands):</span><span style="font-family:inherit;font-size:9pt;"> </span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Revenues from external customers</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>533,048</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>558,518</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>535,326</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>348,201</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>364,590</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>380,290</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other (Asia Pacific)</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>46,715</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>49,239</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>50,881</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>927,964</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>972,347</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>966,497</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Intersegment revenues</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>14,185</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>15,784</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>13,815</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>80,727</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>90,944</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>84,799</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other (Asia Pacific)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>13,033</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>17,737</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>15,312</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>107,945</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>124,465</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>113,926</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Restructuring charges before income taxes</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>9,579</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,773</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,975</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,617</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,359</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>8,889</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>633</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>349</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,410</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>11,829</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>3,481</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>12,274</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Depreciation and amortization</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>7,851</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>8,125</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>7,446</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>6,429</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>6,228</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>5,745</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other (1)</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,283</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,203</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,440</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>15,563</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>15,556</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>14,631</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net interest expense</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>368</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>225</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>229</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>28,070</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>27,355</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>22,006</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>209</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>222</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>199</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>28,647</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>27,802</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>22,434</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Operating income (loss)</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>36,174</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>32,673</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>33,160</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(7,592</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(32,506</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(36,992</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other (1)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(26,576</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(14,397</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(23,733</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Charge related to restructuring activities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(11,829</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(3,481</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(12,274</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Asset write-off</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(587</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(583</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(320</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated operating loss</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(10,410</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(18,294</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(40,159</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net gain (loss) on convertible derivatives</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,197</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>11,994</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(3,657</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Loss on debt extinguishment including debt finance charges and fees</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(6,165</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net Interest expense</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(28,647</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(27,802</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(22,434</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Loss before income taxes</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(44,025</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(34,102</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(66,250</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>602,471</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>611,230</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>646,085</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America (2)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>212,733</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>242,341</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>388,021</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>36,922</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>32,284</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>31,927</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>852,126</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>885,855</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,066,033</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Long-lived assets</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>408,847</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>407,021</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>430,998</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America (2)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>79,369</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>77,009</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>173,578</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>8,033</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>4,415</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>4,543</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>496,249</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>488,445</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>609,119</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Expenditures for assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>6,041</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>5,348</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>5,819</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>3,679</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>3,648</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>7,755</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,154</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>827</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>995</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>10,874</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>9,823</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>14,569</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:8pt;"> </span><span style="font-family:inherit;font-size:10pt;">  ________________________</span></div><div style="line-height:120%;padding-left:4px;padding-top:4px;text-align:justify;padding-left:24px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(1) Consists of un-allocated corporate SG&amp;A costs and intercompany profits, which do not meet the quantitative criteria for determining reportable segments. </span></div><div style="line-height:120%;padding-left:4px;padding-top:4px;text-align:justify;padding-left:24px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(2) Total assets and long-lived assets materially impacted by change in the fair value of the company's convertible note hedge assets.</span></div><div style="line-height:120%;padding-left:4px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net sales by product, are as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Europe</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Lifestyle</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>245,987</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>263,340</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>266,290</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Mobility and Seating</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>249,144</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>252,997</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>225,909</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Respiratory Therapy</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19,258</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,736</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26,261</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other(1)</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,659</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,445</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,866</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>533,048</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>558,518</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>535,326</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:normal;">North America</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Lifestyle</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>173,039</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>172,622</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>179,563</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Mobility and Seating</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>121,955</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>122,013</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>112,448</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Respiratory Therapy</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51,649</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>67,797</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>85,760</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other(1)</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,558</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,158</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,519</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>348,201</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>364,590</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>380,290</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">All Other (Asia Pacific)</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Mobility and Seating</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>28,448</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31,286</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29,096</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Lifestyle</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,831</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,829</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14,003</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Respiratory Therapy</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,283</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,330</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,640</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other(1)</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,153</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,794</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,142</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>46,715</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>49,239</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>50,881</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>927,964</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>972,347</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>966,497</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:8pt;"> </span><span style="font-family:inherit;font-size:10pt;">  ________________________</span></div><table cellpadding="0" cellspacing="0" style="padding-top:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(1)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Includes various services, including repair services, equipment rentals and external contracting.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:left;padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">No single customer accounted for more than </span><span style="font-family:inherit;font-size:10pt;"><span>5.2%</span></span><span style="font-family:inherit;font-size:10pt;"> of the company's sales.</span></div> <div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The information by segment is as follows (in thousands):</span><span style="font-family:inherit;font-size:9pt;"> </span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Revenues from external customers</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>533,048</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>558,518</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>535,326</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>348,201</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>364,590</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>380,290</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other (Asia Pacific)</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>46,715</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>49,239</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>50,881</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>927,964</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>972,347</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>966,497</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Intersegment revenues</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>14,185</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>15,784</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>13,815</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>80,727</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>90,944</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>84,799</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other (Asia Pacific)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>13,033</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>17,737</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>15,312</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>107,945</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>124,465</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>113,926</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Restructuring charges before income taxes</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>9,579</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,773</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,975</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,617</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,359</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>8,889</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>633</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>349</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,410</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>11,829</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>3,481</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>12,274</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:18px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-bottom:1px solid #000000;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Depreciation and amortization</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>7,851</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>8,125</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>7,446</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>6,429</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>6,228</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>5,745</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other (1)</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,283</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,203</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,440</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>15,563</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>15,556</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>14,631</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net interest expense</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>368</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>225</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>229</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>28,070</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>27,355</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>22,006</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>209</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>222</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>199</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>28,647</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>27,802</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>22,434</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Operating income (loss)</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>36,174</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>32,673</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>33,160</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(7,592</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(32,506</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(36,992</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other (1)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(26,576</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(14,397</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(23,733</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Charge related to restructuring activities</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(11,829</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(3,481</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(12,274</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Asset write-off</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(587</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(583</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(320</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:20px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated operating loss</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(10,410</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(18,294</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(40,159</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net gain (loss) on convertible derivatives</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,197</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>11,994</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(3,657</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Loss on debt extinguishment including debt finance charges and fees</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(6,165</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net Interest expense</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(28,647</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(27,802</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(22,434</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Loss before income taxes</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(44,025</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(34,102</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(66,250</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>602,471</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>611,230</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>646,085</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America (2)</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>212,733</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>242,341</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>388,021</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>36,922</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>32,284</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>31,927</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>852,126</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>885,855</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,066,033</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Long-lived assets</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>408,847</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>407,021</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>430,998</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America (2)</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>79,369</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>77,009</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>173,578</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>8,033</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>4,415</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>4,543</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>496,249</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>488,445</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>609,119</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Expenditures for assets</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Europe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>6,041</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>5,348</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>5,819</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">North America</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>3,679</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>3,648</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>7,755</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">All Other</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,154</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>827</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>995</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>10,874</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>9,823</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>14,569</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:8pt;"> </span><span style="font-family:inherit;font-size:10pt;">  ________________________</span></div><div style="line-height:120%;padding-left:4px;padding-top:4px;text-align:justify;padding-left:24px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(1) Consists of un-allocated corporate SG&amp;A costs and intercompany profits, which do not meet the quantitative criteria for determining reportable segments. </span></div><div style="line-height:120%;padding-left:4px;padding-top:4px;text-align:justify;padding-left:24px;text-indent:-24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(2) Total assets and long-lived assets materially impacted by change in the fair value of the company's convertible note hedge assets.</span></div><div style="line-height:120%;padding-left:4px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div>N 533048000 558518000 535326000 348201000 364590000 380290000 46715000 49239000 50881000 927964000 972347000 966497000 14185000 15784000 13815000 80727000 90944000 84799000 13033000 17737000 15312000 107945000 124465000 113926000 9579000 1773000 1975000 1617000 1359000 8889000 633000 349000 1410000 11829000 3481000 12274000 7851000 8125000 7446000 6429000 6228000 5745000 1283000 1203000 1440000 15563000 15556000 14631000 -368000 -225000 -229000 -28070000 -27355000 -22006000 -209000 -222000 -199000 -28647000 -27802000 -22434000 36174000 32673000 33160000 -7592000 -32506000 -36992000 -26576000 -14397000 -23733000 11829000 3481000 12274000 587000 583000 320000 -10410000 -18294000 -40159000 -1197000 -11994000 3657000 -6165000 0 0 -28647000 -27802000 -22434000 -44025000 -34102000 -66250000 602471000 611230000 646085000 212733000 242341000 388021000 36922000 32284000 31927000 852126000 885855000 1066033000 408847000 407021000 430998000 79369000 77009000 173578000 8033000 4415000 4543000 496249000 488445000 609119000 6041000 5348000 5819000 3679000 3648000 7755000 1154000 827000 995000 10874000 9823000 14569000 <div style="line-height:120%;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Net sales by product, are as follows (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12"/></tr><tr><td style="width:62%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:10%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Europe</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Lifestyle</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>245,987</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>263,340</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>266,290</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Mobility and Seating</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>249,144</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>252,997</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>225,909</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Respiratory Therapy</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19,258</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,736</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>26,261</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other(1)</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,659</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,445</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,866</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>533,048</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>558,518</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>535,326</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:normal;">North America</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Lifestyle</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>173,039</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>172,622</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>179,563</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Mobility and Seating</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>121,955</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>122,013</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>112,448</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Respiratory Therapy</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>51,649</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>67,797</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>85,760</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other(1)</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,558</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,158</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,519</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>348,201</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>364,590</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>380,290</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">All Other (Asia Pacific)</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Mobility and Seating</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>28,448</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>31,286</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>29,096</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Lifestyle</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,831</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>10,829</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>14,003</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Respiratory Therapy</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,283</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,330</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>1,640</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Other(1)</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,153</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,794</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,142</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>46,715</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>49,239</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>50,881</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:17px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Total Consolidated</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>927,964</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>972,347</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>966,497</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:8pt;"> </span><span style="font-family:inherit;font-size:10pt;">  ________________________</span></div><table cellpadding="0" cellspacing="0" style="padding-top:4px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;"/><td/></tr><tr><td style="vertical-align:top"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><span style="font-family:inherit;font-size:10pt;">(1)</span></div></td><td style="vertical-align:top;"><div style="line-height:120%;text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Includes various services, including repair services, equipment rentals and external contracting.</span></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:left;padding-left:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div> 245987000 263340000 266290000 249144000 252997000 225909000 19258000 23736000 26261000 18659000 18445000 16866000 533048000 558518000 535326000 173039000 172622000 179563000 121955000 122013000 112448000 51649000 67797000 85760000 1558000 2158000 2519000 348201000 364590000 380290000 28448000 31286000 29096000 10831000 10829000 14003000 1283000 1330000 1640000 6153000 5794000 6142000 46715000 49239000 50881000 927964000 972347000 966497000 0.052 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Contingencies</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;padding-bottom:16px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">General</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 the product liability lawsuits that the company 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.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Medical Device Regulatory Matters</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-bottom:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span></div><div style="line-height:120%;padding-bottom:16px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">penalties, criminal penalties, product seizure or detention, product recalls and total or partial suspension of production.</span></div><div style="line-height:120%;padding-bottom:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">In </span><span style="font-family:inherit;font-size:10pt;">December 2012</span><span style="font-family:inherit;font-size:10pt;">, the company became 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. 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 take place at the impacted Elyria facilities and (iii) replacement, service and repair of products already in use from the Taylor Street manufacturing facility. Under the terms of the consent decree, in order to resume full operations, the company had to successfully complete independent, third-party expert certification audits at the impacted Elyria facilities, comprising three distinct certification reports separately submitted to, and subject to acceptance by, FDA; submit its own report to the FDA; and successfully complete a reinspection by FDA of the company's Corporate and Taylor Street facilities.</span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On </span><span style="font-family:inherit;font-size:10pt;">July 24, 2017</span><span style="font-family:inherit;font-size:10pt;">, following its </span><span style="font-family:inherit;font-size:10pt;">June 2017</span><span style="font-family:inherit;font-size:10pt;"> reinspection of the Corporate and Taylor Street facilities, FDA notified the company that it is in 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.</span></div><div style="line-height:120%;text-align:justify;text-indent:29px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:29px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 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. </span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 </span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">and adversely affect the company's business, financial condition, and results of operations.</span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The limitations previously imposed by the FDA consent decree negatively affected net sales in the North America segment and, to a certain extent, the Asia Pacific region beginning in 2012. The limitations led to delays in new product introductions. Further, uncertainty regarding how long the limitations would be in effect limited the company's ability to renegotiate and bid on certain customer contracts and otherwise led to a decline in customer orders. </span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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 the North America segment and Asia Pacific region has been considerable, and 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. </span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Separately, net sales in the North America segment have declined 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 and as a result of changes in reimbursement in the U.S. which became effective January 1, 2019. </span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;padding-top:13px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;text-decoration:underline;">Warranty Matters</span></div><div style="line-height:120%;padding-top:13px;text-align:justify;text-indent:24px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">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.</span></div>Any of the above contingencies could have an adverse impact on the company's financial condition or results of operations. <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Subsequent Events</span></div><div style="line-height:120%;padding-bottom:4px;text-align:center;"><hr/></div><div style="line-height:120%;padding-bottom:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">On </span><span style="font-family:inherit;font-size:10pt;">March 7, 2020</span><span style="font-family:inherit;font-size:10pt;">, the company, completed the sale (the “Transaction”) of its indirect subsidiary, Dynamic Controls, a New Zealand incorporated unlimited company (“Dynamic Controls”), to Allied Motion Christchurch Limited, a New Zealand limited company (the “Purchaser”), pursuant to a Securities Purchase Agreement among the company, Invacare Holdings New Zealand, a New Zealand incorporated unlimited company, and the Purchaser, dated March 6, 2020 (the “Purchase Agreement”). Dynamic Controls is a producer of electronic control systems for powered medical mobility devices, including systems incorporating the LiNX™ technology platform. Dynamic Controls was a component of the All Other Segment.</span></div><div style="line-height:120%;padding-bottom:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Dynamic Controls is a supplier of power mobility products and respiratory components to the company as well as supplying power mobility products to external customers. In 2019, total sales were </span><span style="font-family:inherit;font-size:10pt;"><span>$17,174,000</span></span><span style="font-family:inherit;font-size:10pt;">, including </span><span style="font-family:inherit;font-size:10pt;"><span>$13,087,000</span></span><span style="font-family:inherit;font-size:10pt;"> in intercompany sales, compared to 2018 sales of </span><span style="font-family:inherit;font-size:10pt;"><span>$19,982,000</span></span><span style="font-family:inherit;font-size:10pt;">, including </span><span style="font-family:inherit;font-size:10pt;"><span>$17,778,000</span></span><span style="font-family:inherit;font-size:10pt;"> in intercompany sales. Earnings before Income Taxes was approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$853,000</span></span><span style="font-family:inherit;font-size:10pt;"> and </span><span style="font-family:inherit;font-size:10pt;"><span>$2,462,000</span></span><span style="font-family:inherit;font-size:10pt;"> in 2019 and 2018, respectively, inclusive of intercompany profits on sales to the company. </span></div><div style="line-height:120%;padding-bottom:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The decline in revenue and profits in 2019 as compared to 2018 was the result of lower intercompany sales as the Company focused on improving its working capital, specifically related to inventory globally, which temporarily impacted the demand for product from Dynamic Controls. In addition, the decline in respiratory sales as result of reimbursement changes in the U.S. as well as the company’s strategic decision to balance sales volume growth with optimizing profitability, also reduced intercompany sales and related profit in 2019 as compared to 2018. </span></div><div style="line-height:120%;padding-bottom:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The transaction was the result of considering options for the products sold by Dynamic Controls which resulted in selling the business to a third-party which can provide access to further technological innovations to further differentiate the company’s power mobility products. </span></div><div style="line-height:120%;padding-bottom:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Upon the closing of the Transaction, the price paid to the company for Dynamic Controls was approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$15,000,000</span></span><span style="font-family:inherit;font-size:10pt;"> in cash, which is subject to certain post-closing adjustments required by the Purchase Agreement. The company estimates net proceeds from the Transaction are approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$12,800,000</span></span><span style="font-family:inherit;font-size:10pt;">, net of taxes and expenses. The company expects to realize a pre-tax gain of approximately </span><span style="font-family:inherit;font-size:10pt;"><span>$13,300,000</span></span><span style="font-family:inherit;font-size:10pt;">.</span></div><div style="line-height:120%;padding-bottom:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The Purchase Agreement contains customary indemnification obligations of each party with respect to breaches of their respective representations, warranties and </span></div><div style="line-height:120%;padding-bottom:16px;text-align:justify;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">covenants, and certain other specified matters, which are subject to certain exceptions, terms and limitations described further in the Purchase Agreement.</span></div><div style="line-height:120%;padding-bottom:16px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">At the closing of the Transaction, the parties entered into a supply agreement pursuant to which Dynamic Controls will supply certain electronic components as required by the company for a five-year period following the Transaction, including ongoing supply and support of the LiNX™ electronic control system with informatics technology, continued contract manufacturing of certain electronic components for the company’s respiratory products and continued infrastructure and applications support for the informatics solution for the company’s respiratory products. The estimated continued inflows and outflows following the disposal with the Purchaser are not expected to be material to the company.</span></div><div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The asset and liabilities of Dynamic Controls as of December 31, 2019 and 2018 consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:60%;"/><td style="width:1%;"/><td style="width:17%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:17%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Trade receivables, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,804</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>2,528</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Inventories, net</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>3,008</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>2,980</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Other assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>933</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,014</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Property and equipment, net</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>707</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>847</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Operating lease assets, net</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,870</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Total assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>8,322</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>7,369</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Accounts payable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>4,501</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>5,183</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Accrued expenses</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>2,108</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,614</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Current taxes payable</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>92</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>50</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Current portion of operating lease obligations</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>393</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Operating lease long-term obligations</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,754</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Total liabilities</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>8,848</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>6,847</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 17174000 13087000 19982000 17778000 853000 2462000 15000000 12800000 13300000 <div style="line-height:120%;text-align:justify;text-indent:32px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The asset and liabilities of Dynamic Controls as of December 31, 2019 and 2018 consist of the following (in thousands):</span></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.79035639412997%;border-collapse:collapse;text-align:left;"><tr><td colspan="8"/></tr><tr><td style="width:60%;"/><td style="width:1%;"/><td style="width:17%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:17%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2019</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2018</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Trade receivables, net</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,804</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>2,528</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Inventories, net</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>3,008</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>2,980</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Other assets</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>933</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,014</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Property and equipment, net</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>707</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>847</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Operating lease assets, net</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,870</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Total assets</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>8,322</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>7,369</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;"><div style="overflow:hidden;height:20px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Accounts payable</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>4,501</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>5,183</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Accrued expenses</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>2,108</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,614</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Current taxes payable</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>92</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>50</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Current portion of operating lease obligations</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>393</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Operating lease long-term obligations</span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>1,754</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>—</span></span></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Total liabilities</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>8,848</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>6,847</span></span></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div> 1804000 2528000 3008000 2980000 933000 1014000 707000 847000 1870000 0 8322000 7369000 4501000 5183000 2108000 1614000 92000 50000 393000 0 1754000 0 8848000 6847000 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">Interim Financial Information</span></div><div style="line-height:120%;text-align:center;"><hr/></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:42%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">(In thousands, except per share data - unaudited)</span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">QUARTER ENDED</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2019</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">March 31,</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">June 30,</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">September 30,</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">December 31,</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;background-color:#d6d6d6;">Net sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>223,419</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>235,858</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>235,774</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>232,913</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Gross profit</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>61,455</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>65,066</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>67,585</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>67,961</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;background-color:#d6d6d6;">Loss before income taxes</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(11,936</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(10,642</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(4,741</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(16,706</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net loss</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(13,886</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(12,717</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(8,041</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(18,683</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;background-color:#d6d6d6;">Net loss per share—basic</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.42</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.38</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.24</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.56</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net loss per share—assuming dilution *</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.42</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.38</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.24</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.56</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2018</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">March 31,</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">June 30,</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">September 30,</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">December 31,</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;background-color:#d6d6d6;">Net sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>237,060</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>246,152</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>244,559</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>244,576</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Gross profit</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>66,517</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>67,346</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>65,589</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>68,224</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;background-color:#d6d6d6;">Loss from before income taxes</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(11,758</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(13,568</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(8,226</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(550</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net loss</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(14,108</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(16,543</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(12,026</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(1,245</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;background-color:#d6d6d6;">Net loss per share—basic</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.43</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.50</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.36</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.04</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net loss per share—assuming dilution *</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.43</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.50</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.36</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.04</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">________________________</span></div><div style="line-height:120%;padding-top:4px;text-align:justify;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">* Net earnings (loss) per share assuming dilution calculated utilizing weighted average shares outstanding - basic in periods in which there is a net loss.</span></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;"> </span></div><div style="line-height:120%;padding-top:4px;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">The description of significant items affecting continuing operations for each quarter presented are detailed below. </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss and loss per share for the quarter ended </span><span style="font-family:inherit;font-size:10pt;">March 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> reflects restructuring charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$692,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$642,000</span></span><span style="font-family:inherit;font-size:10pt;"> after tax or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.02</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution) and net </span><span style="font-family:inherit;font-size:10pt;">loss</span><span style="font-family:inherit;font-size:10pt;"> on convertible debt derivatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$273,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$273,000</span></span><span style="font-family:inherit;font-size:10pt;"> after tax or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.01</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution). </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss and loss per share for the quarter ended </span><span style="font-family:inherit;font-size:10pt;">June 30, 2019</span><span style="font-family:inherit;font-size:10pt;"> reflects restructuring charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$1,321,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$1,200,000</span></span><span style="font-family:inherit;font-size:10pt;"> after tax or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.04</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution) and net </span><span style="font-family:inherit;font-size:10pt;">gain</span><span style="font-family:inherit;font-size:10pt;"> on convertible debt derivatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$1,470,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$1,470,000</span></span><span style="font-family:inherit;font-size:10pt;"> after tax or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.04</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution). </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss and loss per share for the quarter ended </span><span style="font-family:inherit;font-size:10pt;">September 30, 2019</span><span style="font-family:inherit;font-size:10pt;"> reflects restructuring charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$1,628,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$1,229,000</span></span><span style="font-family:inherit;font-size:10pt;"> after tax or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.04</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution). </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss and loss per share for the quarter ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2019</span><span style="font-family:inherit;font-size:10pt;"> reflects restructuring charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$8,188,000</span></span><span style="font-family:inherit;font-size:10pt;"> pre-tax (</span><span style="font-family:inherit;font-size:10pt;"><span>$5,932,000</span></span><span style="font-family:inherit;font-size:10pt;"> after tax or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.18</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution), l</span><span style="font-family:inherit;font-size:9.5pt;">oss on debt extinguishment including debt finance charges and fees of </span><span style="font-family:inherit;font-size:9.5pt;"><span>$5,885,000</span></span><span style="font-family:inherit;font-size:9.5pt;"> pre-tax (</span><span style="font-family:inherit;font-size:9.5pt;"><span>$5,885,000</span></span><span style="font-family:inherit;font-size:9.5pt;"> after tax or </span><span style="font-family:inherit;font-size:9.5pt;"><span>$0.17</span></span><span style="font-family:inherit;font-size:9.5pt;"> per share assuming dilution) and </span><span style="font-family:inherit;font-size:10pt;">an intangible asset impairment of </span><span style="font-family:inherit;font-size:10pt;"><span>$587,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$435,000</span></span><span style="font-family:inherit;font-size:10pt;"> after-tax expense or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.01</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution).</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss and loss per share for the quarter ended </span><span style="font-family:inherit;font-size:10pt;">March 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> reflects restructuring charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$401,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$340,000</span></span><span style="font-family:inherit;font-size:10pt;"> after tax or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.01</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution) and net gain on convertible debt derivatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$103,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$103,000</span></span><span style="font-family:inherit;font-size:10pt;"> after tax or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.00</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution).</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss and loss per share for the quarter ended </span><span style="font-family:inherit;font-size:10pt;">June 30, 2018</span><span style="font-family:inherit;font-size:10pt;"> reflects restructuring charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$344,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$330,000</span></span><span style="font-family:inherit;font-size:10pt;"> after tax or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.01</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution) and net gain on convertible debt derivatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$21,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$21,000</span></span><span style="font-family:inherit;font-size:10pt;"> after tax or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.00</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution).</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss and loss per share for the quarter ended </span><span style="font-family:inherit;font-size:10pt;">September 30, 2018</span><span style="font-family:inherit;font-size:10pt;"> reflects restructuring charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$920,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$885,000</span></span><span style="font-family:inherit;font-size:10pt;"> after tax or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.03</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution) and net gain on convertible debt derivatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$4,080,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$4,080,000</span></span><span style="font-family:inherit;font-size:10pt;"> after tax or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.12</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution).</span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;text-align:justify;text-indent:30px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Loss and loss per share for the quarter ended </span><span style="font-family:inherit;font-size:10pt;">December 31, 2018</span><span style="font-family:inherit;font-size:10pt;"> reflects restructuring charges of </span><span style="font-family:inherit;font-size:10pt;"><span>$1,816,000</span></span><span style="font-family:inherit;font-size:10pt;"> pre-tax (</span><span style="font-family:inherit;font-size:10pt;"><span>$1,694,000</span></span><span style="font-family:inherit;font-size:10pt;"> after tax or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.05</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution), net gain on convertible debt derivatives of </span><span style="font-family:inherit;font-size:10pt;"><span>$7,790,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$7,790,000</span></span><span style="font-family:inherit;font-size:10pt;"> after tax or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.23</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution), an intangible asset impairment of </span><span style="font-family:inherit;font-size:10pt;"><span>583,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$431,000</span></span><span style="font-family:inherit;font-size:10pt;"> after-tax expense or </span><span style="font-family:inherit;font-size:10pt;"><span>$0.01</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution) and a non-cash tax benefit of </span><span style="font-family:inherit;font-size:10pt;"><span>$2,023,000</span></span><span style="font-family:inherit;font-size:10pt;"> (</span><span style="font-family:inherit;font-size:10pt;"><span>$0.06</span></span><span style="font-family:inherit;font-size:10pt;"> per share assuming dilution) related to the revaluation of net deferred tax liabilities as a result of the new U.S. tax reform legislation.</span></div> <div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:42%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/><td style="width:2%;"/><td style="width:1%;"/><td style="width:11%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">(In thousands, except per share data - unaudited)</span></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">QUARTER ENDED</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2019</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">March 31,</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">June 30,</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">September 30,</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">December 31,</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;background-color:#d6d6d6;">Net sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>223,419</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>235,858</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>235,774</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>232,913</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Gross profit</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>61,455</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>65,066</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>67,585</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>67,961</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;background-color:#d6d6d6;">Loss before income taxes</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(11,936</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(10,642</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(4,741</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(16,706</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net loss</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(13,886</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(12,717</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(8,041</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(18,683</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;background-color:#d6d6d6;">Net loss per share—basic</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.42</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.38</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.24</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.56</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net loss per share—assuming dilution *</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.42</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.38</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.24</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.56</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;height:8px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">2018</span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">March 31,</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">June 30,</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">September 30,</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;font-weight:bold;">December 31,</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;background-color:#d6d6d6;">Net sales</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>237,060</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>246,152</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>244,559</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>244,576</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Gross profit</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>66,517</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>67,346</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>65,589</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>68,224</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;background-color:#d6d6d6;">Loss from before income taxes</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(11,758</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(13,568</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(8,226</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(550</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net loss</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(14,108</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(16,543</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(12,026</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(1,245</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;background-color:#d6d6d6;">Net loss per share—basic</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.43</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.50</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.36</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.04</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">Net loss per share—assuming dilution *</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.43</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.50</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.36</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;"><span>(0.04</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:9.5pt;"><span style="font-family:inherit;font-size:9.5pt;">)</span></div></td></tr></table></div><span style="font-family:inherit;font-size:10pt;"><br/></span></div><div style="line-height:120%;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">________________________</span></div><div style="line-height:120%;padding-top:4px;text-align:justify;font-size:8pt;"><span style="font-family:inherit;font-size:8pt;">* Net earnings (loss) per share assuming dilution calculated utilizing weighted average shares outstanding - basic in periods in which there is a net loss.</span></div> 223419000 235858000 235774000 232913000 61455000 65066000 67585000 67961000 -11936000 -10642000 -4741000 -16706000 -13886000 -12717000 -8041000 -18683000 -0.42 -0.38 -0.24 -0.56 -0.42 -0.38 -0.24 -0.56 237060000 246152000 244559000 244576000 66517000 67346000 65589000 68224000 -11758000 -13568000 -8226000 -550000 -14108000 -16543000 -12026000 -1245000 -0.43 -0.50 -0.36 -0.04 -0.43 -0.50 -0.36 -0.04 692000 642000 0.02 -273000 -273000 0.01 1321000 1200000 0.04 1470000 1470000 0.04 1628000 1229000 0.04 8188000 5932000 0.18 -5885000 -5885000 0.17 587000 435000 0.01 401000 340000 0.01 103000 103000 0.00 344000 330000 0.01 21000 21000 0.00 920000 885000 0.03 4080000 4080000 0.12 1816000 1694000 0.05 7790000 7790000 0.23 583000 431000 0.01 2023000 0.06 <div style="line-height:120%;text-align:center;font-size:14pt;"><span style="font-family:inherit;font-size:14pt;color:#003399;font-weight:bold;">SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS</span></div><div style="line-height:120%;text-align:center;"><hr/></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:98.08429118773945%;border-collapse:collapse;text-align:left;"><tr><td colspan="16"/></tr><tr><td style="width:34%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/><td style="width:4%;"/><td style="width:1%;"/><td style="width:13%;"/><td style="width:1%;"/></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">COL A.</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">COL B.</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">COL C.</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">COL D.</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">At</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Beginning</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">of Period</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Charged</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">To Cost</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">And</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Expenses</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Additions</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(Deductions)</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Describe</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Balance</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">At End</span></div><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">of Period</span></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="7" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:center;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">(In thousands)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2019</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deducted from asset accounts—</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Allowance for doubtful accounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,810</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>955</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(1,447</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">(A) </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,318</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventory obsolescence reserve</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,342</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,542</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,706</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(B) </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,178</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Tax valuation allowances</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>174,659</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(8,413</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,456</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">(C) </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>162,790</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued warranty cost</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,353</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,155</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(10,882</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(B) </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,626</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Accrued product liability</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,593</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,527</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,970</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">(D) </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,150</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;font-weight:bold;">Year Ended December 31, 2018</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Deducted from asset accounts—</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Allowance for doubtful accounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,757</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,029</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(2,976</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(A) </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>6,810</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Inventory obsolescence reserve</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19,003</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>3,673</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,334</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">(B) </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>18,342</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Tax valuation allowances</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>167,203</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>13,517</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(6,061</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(C) </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>174,659</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Accrued warranty cost</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22,468</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,616</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(13,731</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">(B) </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,353</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued product liability</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,480</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,586</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(5,473</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(D) </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,593</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;font-weight:bold;">Year Ended December 31, 2017</span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Deducted from asset accounts—</span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Allowance for doubtful accounts</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>9,754</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,042</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(4,039</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(A) </span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">$</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>7,757</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Inventory obsolescence reserve</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>17,795</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>4,922</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(3,714</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(B) </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>19,003</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Tax valuation allowances</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>173,981</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,203</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>2,425</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(C) </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>167,203</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Accrued warranty cost</span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>23,302</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>11,083</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(11,917</span></span></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(B) </span></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>22,468</span></span></div></td><td style="vertical-align:bottom;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr><tr><td style="vertical-align:top;background-color:#d6d6d6;padding-left:12px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;background-color:#d6d6d6;">Accrued product liability</span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>20,611</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>5,062</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="overflow:hidden;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"> </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>(9,193</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-right:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">)</span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">(D) </span></div></td><td colspan="2" style="vertical-align:bottom;background-color:#d6d6d6;padding-left:2px;padding-top:2px;padding-bottom:2px;"><div style="text-align:right;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><span>16,480</span></span></div></td><td style="vertical-align:bottom;background-color:#d6d6d6;"><div style="text-align:left;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;"><br/></span></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">________________________</span></div><div style="line-height:120%;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Note (A)—Uncollectible accounts written off, net of recoveries.</span></div><div style="line-height:120%;padding-top:6px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Note (B)—Amounts written off or payments incurred.</span></div><div style="line-height:120%;padding-top:6px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Note (C)—Other activity not affecting federal or foreign tax expense.</span></div><div style="line-height:120%;padding-top:6px;font-size:10pt;"><span style="font-family:inherit;font-size:10pt;">Note (D)—Loss and loss adjustment.</span></div> 6810000 955000 1447000 6318000 18342000 3542000 3706000 18178000 174659000 -8413000 3456000 162790000 16353000 6155000 10882000 11626000 16593000 2527000 2970000 16150000 7757000 2029000 2976000 6810000 19003000 3673000 4334000 18342000 167203000 13517000 6061000 174659000 22468000 7616000 13731000 16353000 16480000 5586000 5473000 16593000 9754000 2042000 4039000 7757000 17795000 4922000 3714000 19003000 173981000 -9203000 -2425000 167203000 23302000 11083000 11917000 22468000 20611000 5062000 9193000 16480000 XML 145 FilingSummary.xml IDEA: XBRL DOCUMENT 3.20.1 html 637 765 1 false 149 0 false 10 false false R1.htm 0001000 - Document - Document And Entity Information Sheet http://www.invacare.com/role/DocumentAndEntityInformation Document And Entity Information Cover 1 false false R2.htm 1001000 - Statement - Consolidated Statement Of Comprehensive Income (Loss) Sheet http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeLoss Consolidated Statement Of Comprehensive Income (Loss) Statements 2 false false R3.htm 1001001 - Statement - Consolidated Statement of Comprehensive Income (Parenthetical) Sheet http://www.invacare.com/role/ConsolidatedStatementOfComprehensiveIncomeParenthetical Consolidated Statement of Comprehensive Income (Parenthetical) Statements 3 false false R4.htm 1002000 - Statement - Consolidated Balance Sheets Sheet http://www.invacare.com/role/ConsolidatedBalanceSheets Consolidated Balance Sheets Statements 4 false false R5.htm 1002501 - Statement - Consolidated Balance Sheets (Parenthetical) Sheet http://www.invacare.com/role/ConsolidatedBalanceSheetsParenthetical Consolidated Balance Sheets (Parenthetical) Statements 5 false false R6.htm 1003000 - Statement - Consolidated Statement Of Cash Flows Sheet http://www.invacare.com/role/ConsolidatedStatementOfCashFlows Consolidated Statement Of Cash Flows Statements 6 false false R7.htm 1004000 - Statement - Consolidated Statement of Shareholders' Equity Sheet http://www.invacare.com/role/ConsolidatedStatementOfShareholdersEquity Consolidated Statement of Shareholders' Equity Statements 7 false false R8.htm 2103100 - Disclosure - Accounting Policies Sheet http://www.invacare.com/role/AccountingPolicies Accounting Policies Notes 8 false false R9.htm 2104100 - Disclosure - Operations Held for Sale (Notes) Notes http://www.invacare.com/role/OperationsHeldForSaleNotes Operations Held for Sale (Notes) Notes 9 false false R10.htm 2105100 - Disclosure - Discontinued Operations Sheet http://www.invacare.com/role/DiscontinuedOperations Discontinued Operations Notes 10 false false R11.htm 2106100 - Disclosure - Receivables Sheet http://www.invacare.com/role/Receivables Receivables Notes 11 false false R12.htm 2107100 - Disclosure - Inventories Sheet http://www.invacare.com/role/Inventories Inventories Notes 12 false false R13.htm 2108100 - Disclosure - Other Current Assets Sheet http://www.invacare.com/role/OtherCurrentAssets Other Current Assets Notes 13 false false R14.htm 2109100 - Disclosure - Other Long-Term Assets Sheet http://www.invacare.com/role/OtherLongTermAssets Other Long-Term Assets Notes 14 false false R15.htm 2113100 - Disclosure - Property And Equipment Sheet http://www.invacare.com/role/PropertyAndEquipment Property And Equipment Notes 15 false false R16.htm 2114100 - Disclosure - Lease Assets (Notes) Notes http://www.invacare.com/role/LeaseAssetsNotes Lease Assets (Notes) Notes 16 false false R17.htm 2115100 - Disclosure - Goodwill Sheet http://www.invacare.com/role/Goodwill Goodwill Notes 17 false false R18.htm 2116100 - Disclosure - Intangibles Sheet http://www.invacare.com/role/Intangibles Intangibles Notes 18 false false R19.htm 2118100 - Disclosure - Accrued Expenses Sheet http://www.invacare.com/role/AccruedExpenses Accrued Expenses Notes 19 false false R20.htm 2119100 - Disclosure - Long-Term Debt Sheet http://www.invacare.com/role/LongTermDebt Long-Term Debt Notes 20 false false R21.htm 2121100 - Disclosure - Other Long-Term Obligations Sheet http://www.invacare.com/role/OtherLongTermObligations Other Long-Term Obligations Notes 21 false false R22.htm 2123100 - Disclosure - Leases and Commitments Sheet http://www.invacare.com/role/LeasesAndCommitments Leases and Commitments Notes 22 false false R23.htm 2124100 - Disclosure - Retirement and Benefit Plans Sheet http://www.invacare.com/role/RetirementAndBenefitPlans Retirement and Benefit Plans Notes 23 false false R24.htm 2125100 - Disclosure - Revenues (Notes) Notes http://www.invacare.com/role/RevenuesNotes Revenues (Notes) Notes 24 false false R25.htm 2126100 - Disclosure - Equity Compensation Sheet http://www.invacare.com/role/EquityCompensation Equity Compensation Notes 25 false false R26.htm 2127100 - Disclosure - Accumulated Other Comprehensive Income (Loss) by Component Sheet http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponent Accumulated Other Comprehensive Income (Loss) by Component Notes 26 false false R27.htm 2128100 - Disclosure - Capital Stock Sheet http://www.invacare.com/role/CapitalStock Capital Stock Notes 27 false false R28.htm 2129100 - Disclosure - Charges Related To Restructuring Activities Sheet http://www.invacare.com/role/ChargesRelatedToRestructuringActivities Charges Related To Restructuring Activities Notes 28 false false R29.htm 2130100 - Disclosure - Income Taxes Sheet http://www.invacare.com/role/IncomeTaxes Income Taxes Notes 29 false false R30.htm 2131100 - Disclosure - Net Earnings (Loss) Per Common Share Sheet http://www.invacare.com/role/NetEarningsLossPerCommonShare Net Earnings (Loss) Per Common Share Notes 30 false false R31.htm 2132100 - Disclosure - Concentration Of Credit Risk Sheet http://www.invacare.com/role/ConcentrationOfCreditRisk Concentration Of Credit Risk Notes 31 false false R32.htm 2134100 - Disclosure - Derivatives Sheet http://www.invacare.com/role/Derivatives Derivatives Notes 32 false false R33.htm 2135100 - Disclosure - Fair Value of Financial Instruments Sheet http://www.invacare.com/role/FairValueOfFinancialInstruments Fair Value of Financial Instruments Notes 33 false false R34.htm 2138100 - Disclosure - Business Segments Sheet http://www.invacare.com/role/BusinessSegments Business Segments Notes 34 false false R35.htm 2140100 - Disclosure - Contingencies Sheet http://www.invacare.com/role/Contingencies Contingencies Notes 35 false false R36.htm 2141100 - Disclosure - Subsequent Events (Notes) Notes http://www.invacare.com/role/SubsequentEventsNotes Subsequent Events (Notes) Notes 36 false false R37.htm 2142100 - Disclosure - Interim Financial Information Sheet http://www.invacare.com/role/InterimFinancialInformation Interim Financial Information Notes 37 false false R38.htm 2143100 - Disclosure - Schedule II - Valuation and Qualifying Accounts Sheet http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccounts Schedule II - Valuation and Qualifying Accounts Notes 38 false false R39.htm 2203201 - Disclosure - Accounting Policies (Policies) Sheet http://www.invacare.com/role/AccountingPoliciesPolicies Accounting Policies (Policies) Policies http://www.invacare.com/role/AccountingPolicies 39 false false R40.htm 2306301 - Disclosure - Receivables (Tables) Sheet http://www.invacare.com/role/ReceivablesTables Receivables (Tables) Tables http://www.invacare.com/role/Receivables 40 false false R41.htm 2307301 - Disclosure - Inventories (Tables) Sheet http://www.invacare.com/role/InventoriesTables Inventories (Tables) Tables http://www.invacare.com/role/Inventories 41 false false R42.htm 2308301 - Disclosure - Other Current Assets (Tables) Sheet http://www.invacare.com/role/OtherCurrentAssetsTables Other Current Assets (Tables) Tables http://www.invacare.com/role/OtherCurrentAssets 42 false false R43.htm 2309301 - Disclosure - Other Long-Term Assets (Tables) Sheet http://www.invacare.com/role/OtherLongTermAssetsTables Other Long-Term Assets (Tables) Tables http://www.invacare.com/role/OtherLongTermAssets 43 false false R44.htm 2313301 - Disclosure - Property And Equipment (Tables) Sheet http://www.invacare.com/role/PropertyAndEquipmentTables Property And Equipment (Tables) Tables http://www.invacare.com/role/PropertyAndEquipment 44 false false R45.htm 2315301 - Disclosure - Goodwill (Tables) Sheet http://www.invacare.com/role/GoodwillTables Goodwill (Tables) Tables http://www.invacare.com/role/Goodwill 45 false false R46.htm 2316301 - Disclosure - Intangibles (Tables) Sheet http://www.invacare.com/role/IntangiblesTables Intangibles (Tables) Tables http://www.invacare.com/role/Intangibles 46 false false R47.htm 2318301 - Disclosure - Accrued Expenses (Tables) Sheet http://www.invacare.com/role/AccruedExpensesTables Accrued Expenses (Tables) Tables http://www.invacare.com/role/AccruedExpenses 47 false false R48.htm 2319301 - Disclosure - Long-Term Debt (Tables) Sheet http://www.invacare.com/role/LongTermDebtTables Long-Term Debt (Tables) Tables http://www.invacare.com/role/LongTermDebt 48 false false R49.htm 2321301 - Disclosure - Other Long-Term Obligations (Tables) Sheet http://www.invacare.com/role/OtherLongTermObligationsTables Other Long-Term Obligations (Tables) Tables http://www.invacare.com/role/OtherLongTermObligations 49 false false R50.htm 2323301 - Disclosure - Leases and Commitments (Tables) Sheet http://www.invacare.com/role/LeasesAndCommitmentsTables Leases and Commitments (Tables) Tables http://www.invacare.com/role/LeasesAndCommitments 50 false false R51.htm 2325301 - Disclosure - Revenues (Tables) Sheet http://www.invacare.com/role/RevenuesTables Revenues (Tables) Tables http://www.invacare.com/role/RevenuesNotes 51 false false R52.htm 2326301 - Disclosure - Equity Compensation (Tables) Sheet http://www.invacare.com/role/EquityCompensationTables Equity Compensation (Tables) Tables http://www.invacare.com/role/EquityCompensation 52 false false R53.htm 2327301 - Disclosure - Accumulated Other Comprehensive Income (Loss) by Component (Tables) Sheet http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentTables Accumulated Other Comprehensive Income (Loss) by Component (Tables) Tables http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponent 53 false false R54.htm 2328301 - Disclosure - Capital Stock (Tables) Sheet http://www.invacare.com/role/CapitalStockTables Capital Stock (Tables) Tables http://www.invacare.com/role/CapitalStock 54 false false R55.htm 2329301 - Disclosure - Charges Related To Restructuring Activities (Tables) Sheet http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesTables Charges Related To Restructuring Activities (Tables) Tables http://www.invacare.com/role/ChargesRelatedToRestructuringActivities 55 false false R56.htm 2330301 - Disclosure - Income Taxes (Tables) Sheet http://www.invacare.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://www.invacare.com/role/IncomeTaxes 56 false false R57.htm 2331301 - Disclosure - Net Earnings Per Common Share (Tables) Sheet http://www.invacare.com/role/NetEarningsPerCommonShareTables Net Earnings Per Common Share (Tables) Tables 57 false false R58.htm 2334301 - Disclosure - Derivatives (Tables) Sheet http://www.invacare.com/role/DerivativesTables Derivatives (Tables) Tables http://www.invacare.com/role/Derivatives 58 false false R59.htm 2335301 - Disclosure - Fair Values of Financial Instruments (Tables) Sheet http://www.invacare.com/role/FairValuesOfFinancialInstrumentsTables Fair Values of Financial Instruments (Tables) Tables 59 false false R60.htm 2338301 - Disclosure - Business Segments (Tables) Sheet http://www.invacare.com/role/BusinessSegmentsTables Business Segments (Tables) Tables http://www.invacare.com/role/BusinessSegments 60 false false R61.htm 2341301 - Disclosure - Subsequent Events (Tables) Sheet http://www.invacare.com/role/SubsequentEventsTables Subsequent Events (Tables) Tables http://www.invacare.com/role/SubsequentEventsNotes 61 false false R62.htm 2342301 - Disclosure - Interim Financial Information (Tables) Sheet http://www.invacare.com/role/InterimFinancialInformationTables Interim Financial Information (Tables) Tables http://www.invacare.com/role/InterimFinancialInformation 62 false false R63.htm 2403402 - Disclosure - Accounting Policies - Property and Equipment (Details) Sheet http://www.invacare.com/role/AccountingPoliciesPropertyAndEquipmentDetails Accounting Policies - Property and Equipment (Details) Details 63 false false R64.htm 2403403 - Disclosure - Accounting Policies - Goodwill and Other Intangibles (Details) Sheet http://www.invacare.com/role/AccountingPoliciesGoodwillAndOtherIntangiblesDetails Accounting Policies - Goodwill and Other Intangibles (Details) Details 64 false false R65.htm 2403404 - Disclosure - Accounting Policies - Product Liability Cost (Details) Sheet http://www.invacare.com/role/AccountingPoliciesProductLiabilityCostDetails Accounting Policies - Product Liability Cost (Details) Details 65 false false R66.htm 2403405 - Disclosure - Accounting Policies - Additional Information (Details) Sheet http://www.invacare.com/role/AccountingPoliciesAdditionalInformationDetails Accounting Policies - Additional Information (Details) Details 66 false false R67.htm 2403406 - Disclosure - Accounting Policies - Derivative Instruments (Details) Sheet http://www.invacare.com/role/AccountingPoliciesDerivativeInstrumentsDetails Accounting Policies - Derivative Instruments (Details) Details 67 false false R68.htm 2404402 - Disclosure - Operations Held for Sale (Details) Sheet http://www.invacare.com/role/OperationsHeldForSaleDetails Operations Held for Sale (Details) Details http://www.invacare.com/role/OperationsHeldForSaleNotes 68 false false R69.htm 2405402 - Disclosure - Discontinued Operations - Narrative (Details) Sheet http://www.invacare.com/role/DiscontinuedOperationsNarrativeDetails Discontinued Operations - Narrative (Details) Details 69 false false R70.htm 2406402 - Disclosure - Receivables - Narrative (Details) Sheet http://www.invacare.com/role/ReceivablesNarrativeDetails Receivables - Narrative (Details) Details 70 false false R71.htm 2406403 - Disclosure - Receivables - Accounts Receivable (Details) Sheet http://www.invacare.com/role/ReceivablesAccountsReceivableDetails Receivables - Accounts Receivable (Details) Details 71 false false R72.htm 2406404 - Disclosure - Receivables - Installment Receivables (Details) Sheet http://www.invacare.com/role/ReceivablesInstallmentReceivablesDetails Receivables - Installment Receivables (Details) Details 72 false false R73.htm 2406405 - Disclosure - Receivables - Rollforward of Allowance for Doubtful Accounts (Details) Sheet http://www.invacare.com/role/ReceivablesRollforwardOfAllowanceForDoubtfulAccountsDetails Receivables - Rollforward of Allowance for Doubtful Accounts (Details) Details 73 false false R74.htm 2406406 - Disclosure - Receivables - Installment Receivables by Class (Details) Sheet http://www.invacare.com/role/ReceivablesInstallmentReceivablesByClassDetails Receivables - Installment Receivables by Class (Details) Details 74 false false R75.htm 2406407 - Disclosure - Receivables - Aging of Installment Receivables (Details) Sheet http://www.invacare.com/role/ReceivablesAgingOfInstallmentReceivablesDetails Receivables - Aging of Installment Receivables (Details) Details 75 false false R76.htm 2407402 - Disclosure - Inventories - (Details) Sheet http://www.invacare.com/role/InventoriesDetails Inventories - (Details) Details 76 false false R77.htm 2408402 - Disclosure - Other Current Assets - Components of Other Current Assets (Details) Sheet http://www.invacare.com/role/OtherCurrentAssetsComponentsOfOtherCurrentAssetsDetails Other Current Assets - Components of Other Current Assets (Details) Details 77 false false R78.htm 2409402 - Disclosure - Other Long-Term Assets - (Details) Sheet http://www.invacare.com/role/OtherLongTermAssetsDetails Other Long-Term Assets - (Details) Details http://www.invacare.com/role/OtherLongTermAssetsTables 78 false false R79.htm 2409403 - Disclosure - Other Long-Term Assets - Narrative (Details) Sheet http://www.invacare.com/role/OtherLongTermAssetsNarrativeDetails Other Long-Term Assets - Narrative (Details) Details 79 false false R80.htm 2413402 - Disclosure - Property And Equipment - (Details) Sheet http://www.invacare.com/role/PropertyAndEquipmentDetails Property And Equipment - (Details) Details http://www.invacare.com/role/PropertyAndEquipmentTables 80 false false R81.htm 2415402 - Disclosure - Goodwill - (Details) Sheet http://www.invacare.com/role/GoodwillDetails Goodwill - (Details) Details 81 false false R82.htm 2416402 - Disclosure - Intangibles - Narrative (Details) Sheet http://www.invacare.com/role/IntangiblesNarrativeDetails Intangibles - Narrative (Details) Details 82 false false R83.htm 2416403 - Disclosure - Intangibles - Finite and Indefinite Lived Intangibles (Details) Sheet http://www.invacare.com/role/IntangiblesFiniteAndIndefiniteLivedIntangiblesDetails Intangibles - Finite and Indefinite Lived Intangibles (Details) Details 83 false false R84.htm 2416404 - Disclosure - Intangibles - Finite-Lived Intangible Asset Future Amortization Expense (Details) Sheet http://www.invacare.com/role/IntangiblesFiniteLivedIntangibleAssetFutureAmortizationExpenseDetails Intangibles - Finite-Lived Intangible Asset Future Amortization Expense (Details) Details 84 false false R85.htm 2418402 - Disclosure - Accrued Expenses - Components of Current Liabilities (Details) Sheet http://www.invacare.com/role/AccruedExpensesComponentsOfCurrentLiabilitiesDetails Accrued Expenses - Components of Current Liabilities (Details) Details 85 false false R86.htm 2418403 - Disclosure - Accrued Expenses - Warranty Schedule (Details) Sheet http://www.invacare.com/role/AccruedExpensesWarrantyScheduleDetails Accrued Expenses - Warranty Schedule (Details) Details 86 false false R87.htm 2419402 - Disclosure - Long-Term Debt - Debt (Details) Sheet http://www.invacare.com/role/LongTermDebtDebtDetails Long-Term Debt - Debt (Details) Details 87 false false R88.htm 2419403 - Disclosure - Long-Term Debt - Convertible Debt (Details) Sheet http://www.invacare.com/role/LongTermDebtConvertibleDebtDetails Long-Term Debt - Convertible Debt (Details) Details 88 false false R89.htm 2419404 - Disclosure - Long-Term Debt - Narrative (Details) Sheet http://www.invacare.com/role/LongTermDebtNarrativeDetails Long-Term Debt - Narrative (Details) Details 89 false false R90.htm 2421402 - Disclosure - Other Long-Term Obligations - (Details) Sheet http://www.invacare.com/role/OtherLongTermObligationsDetails Other Long-Term Obligations - (Details) Details http://www.invacare.com/role/OtherLongTermObligationsTables 90 false false R91.htm 2421403 - Disclosure - Other Long-Term Obligations - Narrative (Details) Sheet http://www.invacare.com/role/OtherLongTermObligationsNarrativeDetails Other Long-Term Obligations - Narrative (Details) Details 91 false false R92.htm 2421404 - Disclosure - Other Long-Term Obligations Long Term Debt (Details) Sheet http://www.invacare.com/role/OtherLongTermObligationsLongTermDebtDetails Other Long-Term Obligations Long Term Debt (Details) Details 92 false false R93.htm 2423402 - Disclosure - Leases and Commitments - Narrative (Details) Sheet http://www.invacare.com/role/LeasesAndCommitmentsNarrativeDetails Leases and Commitments - Narrative (Details) Details 93 false false R94.htm 2423403 - Disclosure - Leases and Commitments - Lease Costs (Details) Sheet http://www.invacare.com/role/LeasesAndCommitmentsLeaseCostsDetails Leases and Commitments - Lease Costs (Details) Details 94 false false R95.htm 2423404 - Disclosure - Leases and Commitments - Future Minimum Lease Commitments (Details) Sheet http://www.invacare.com/role/LeasesAndCommitmentsFutureMinimumLeaseCommitmentsDetails Leases and Commitments - Future Minimum Lease Commitments (Details) Details 95 false false R96.htm 2423405 - Disclosure - Leases and Commitments - Sale Leaseback Transactions (Details) Sheet http://www.invacare.com/role/LeasesAndCommitmentsSaleLeasebackTransactionsDetails Leases and Commitments - Sale Leaseback Transactions (Details) Details 96 false false R97.htm 2423406 - Disclosure - Leases and Commitments - Schedule of Cash Flows Supplemental Information (Details) Sheet http://www.invacare.com/role/LeasesAndCommitmentsScheduleOfCashFlowsSupplementalInformationDetails Leases and Commitments - Schedule of Cash Flows Supplemental Information (Details) Details 97 false false R98.htm 2423407 - Disclosure - Leases and Commitments - Weighted-Average Remaining Lease Terms and Discount Rates (Details) Sheet http://www.invacare.com/role/LeasesAndCommitmentsWeightedAverageRemainingLeaseTermsAndDiscountRatesDetails Leases and Commitments - Weighted-Average Remaining Lease Terms and Discount Rates (Details) Details 98 false false R99.htm 2424401 - Disclosure - Retirement and Benefit Plans - (Details) Sheet http://www.invacare.com/role/RetirementAndBenefitPlansDetails Retirement and Benefit Plans - (Details) Details http://www.invacare.com/role/RetirementAndBenefitPlans 99 false false R100.htm 2425402 - Disclosure - Revenues (Details) Sheet http://www.invacare.com/role/RevenuesDetails Revenues (Details) Details http://www.invacare.com/role/RevenuesTables 100 false false R101.htm 2426402 - Disclosure - Equity Compensation - Narrative (Details) Sheet http://www.invacare.com/role/EquityCompensationNarrativeDetails Equity Compensation - Narrative (Details) Details 101 false false R102.htm 2426403 - Disclosure - Equity Compensation - Share-based Compensation Expense (Details) Sheet http://www.invacare.com/role/EquityCompensationShareBasedCompensationExpenseDetails Equity Compensation - Share-based Compensation Expense (Details) Details 102 false false R103.htm 2426404 - Disclosure - Equity Compensation - Unrecognized Compensation Expense (Details) Sheet http://www.invacare.com/role/EquityCompensationUnrecognizedCompensationExpenseDetails Equity Compensation - Unrecognized Compensation Expense (Details) Details 103 false false R104.htm 2426405 - Disclosure - Equity Compensation - Options Activity (Details) Sheet http://www.invacare.com/role/EquityCompensationOptionsActivityDetails Equity Compensation - Options Activity (Details) Details 104 false false R105.htm 2426406 - Disclosure - Equity Compensation - Stock Options Outstanding by Exercise Price (Details) Sheet http://www.invacare.com/role/EquityCompensationStockOptionsOutstandingByExercisePriceDetails Equity Compensation - Stock Options Outstanding by Exercise Price (Details) Details 105 false false R106.htm 2426407 - Disclosure - Equity Compensation - Assumptions (Details) Sheet http://www.invacare.com/role/EquityCompensationAssumptionsDetails Equity Compensation - Assumptions (Details) Details 106 false false R107.htm 2426408 - Disclosure - Equity Compensation - Restricted Stock Activity (Details) Sheet http://www.invacare.com/role/EquityCompensationRestrictedStockActivityDetails Equity Compensation - Restricted Stock Activity (Details) Details 107 false false R108.htm 2426409 - Disclosure - Equity Compensation - Performance Share Activity (Details) Sheet http://www.invacare.com/role/EquityCompensationPerformanceShareActivityDetails Equity Compensation - Performance Share Activity (Details) Details 108 false false R109.htm 2427402 - Disclosure - Accumulated Other Comprehensive Income (Loss) by Component - Changes in Accumulated Comprehensive Income (Details) Sheet http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentChangesInAccumulatedComprehensiveIncomeDetails Accumulated Other Comprehensive Income (Loss) by Component - Changes in Accumulated Comprehensive Income (Details) Details http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentTables 109 false false R110.htm 2427403 - Disclosure - Accumulated Other Comprehensive Income (Loss) by Component - Reclassifications out of Accumulated Other Comprehensive Income (Details) Sheet http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentReclassificationsOutOfAccumulatedOtherComprehensiveIncomeDetails Accumulated Other Comprehensive Income (Loss) by Component - Reclassifications out of Accumulated Other Comprehensive Income (Details) Details http://www.invacare.com/role/AccumulatedOtherComprehensiveIncomeLossByComponentTables 110 false false R111.htm 2428402 - Disclosure - Capital Stock - (Details) Sheet http://www.invacare.com/role/CapitalStockDetails Capital Stock - (Details) Details http://www.invacare.com/role/CapitalStockTables 111 false false R112.htm 2429402 - Disclosure - Charges Related To Restructuring Activities - (Details) Sheet http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesDetails Charges Related To Restructuring Activities - (Details) Details http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesTables 112 false false R113.htm 2429403 - Disclosure - Charges Related To Restructuring Activities - Narrative (Details) Sheet http://www.invacare.com/role/ChargesRelatedToRestructuringActivitiesNarrativeDetails Charges Related To Restructuring Activities - Narrative (Details) Details 113 false false R114.htm 2430402 - Disclosure - Income Taxes - Income Before Income Tax (Details) Sheet http://www.invacare.com/role/IncomeTaxesIncomeBeforeIncomeTaxDetails Income Taxes - Income Before Income Tax (Details) Details 114 false false R115.htm 2430403 - Disclosure - Income Taxes - Income Tax Expense (Benefit) (Details) Sheet http://www.invacare.com/role/IncomeTaxesIncomeTaxExpenseBenefitDetails Income Taxes - Income Tax Expense (Benefit) (Details) Details 115 false false R116.htm 2430404 - Disclosure - Income Taxes - Rate Reconciliation (Details) Sheet http://www.invacare.com/role/IncomeTaxesRateReconciliationDetails Income Taxes - Rate Reconciliation (Details) Details 116 false false R117.htm 2430405 - Disclosure - Income Taxes - Components of Deferred Income Tax (Details) Sheet http://www.invacare.com/role/IncomeTaxesComponentsOfDeferredIncomeTaxDetails Income Taxes - Components of Deferred Income Tax (Details) Details 117 false false R118.htm 2430406 - Disclosure - Income Taxes - Unrecognized Tax Liability (Details) Sheet http://www.invacare.com/role/IncomeTaxesUnrecognizedTaxLiabilityDetails Income Taxes - Unrecognized Tax Liability (Details) Details 118 false false R119.htm 2430407 - Disclosure - Income Taxes - (Narrative) (Details) Sheet http://www.invacare.com/role/IncomeTaxesNarrativeDetails Income Taxes - (Narrative) (Details) Details http://www.invacare.com/role/IncomeTaxesTables 119 false false R120.htm 2430408 - Disclosure - Income Taxes - US Tax Act of 2017 (Details) Sheet http://www.invacare.com/role/IncomeTaxesUsTaxActOf2017Details Income Taxes - US Tax Act of 2017 (Details) Details 120 false false R121.htm 2431402 - Disclosure - Net Earnings (Loss) Per Common Share - Computation of Basic and Diluted Net Earnings Per Common Share (Details) Sheet http://www.invacare.com/role/NetEarningsLossPerCommonShareComputationOfBasicAndDilutedNetEarningsPerCommonShareDetails Net Earnings (Loss) Per Common Share - Computation of Basic and Diluted Net Earnings Per Common Share (Details) Details http://www.invacare.com/role/NetEarningsPerCommonShareTables 121 false false R122.htm 2431403 - Disclosure - Net Earnings (Loss) Per Common Share - Narrative (Details) Sheet http://www.invacare.com/role/NetEarningsLossPerCommonShareNarrativeDetails Net Earnings (Loss) Per Common Share - Narrative (Details) Details http://www.invacare.com/role/NetEarningsPerCommonShareTables 122 false false R123.htm 2432401 - Disclosure - Concentration Of Credit Risk - (Details) Sheet http://www.invacare.com/role/ConcentrationOfCreditRiskDetails Concentration Of Credit Risk - (Details) Details http://www.invacare.com/role/ConcentrationOfCreditRisk 123 false false R124.htm 2434402 - Disclosure - Derivatives - Notional Amounts - Designated as Hedges (Details) Sheet http://www.invacare.com/role/DerivativesNotionalAmountsDesignatedAsHedgesDetails Derivatives - Notional Amounts - Designated as Hedges (Details) Details 124 false false R125.htm 2434403 - Disclosure - Derivatives - Notional Amounts - Not Designated as Hedges (Details) Sheet http://www.invacare.com/role/DerivativesNotionalAmountsNotDesignatedAsHedgesDetails Derivatives - Notional Amounts - Not Designated as Hedges (Details) Details 125 false false R126.htm 2434404 - Disclosure - Derivatives - Balance Sheet Location (Details) Sheet http://www.invacare.com/role/DerivativesBalanceSheetLocationDetails Derivatives - Balance Sheet Location (Details) Details 126 false false R127.htm 2434405 - Disclosure - Derivatives - Gain (Loss) in Statement of Finacial Position (Details) Sheet http://www.invacare.com/role/DerivativesGainLossInStatementOfFinacialPositionDetails Derivatives - Gain (Loss) in Statement of Finacial Position (Details) Details 127 false false R128.htm 2434406 - Disclosure - Derivatives - Narrative (Details) Sheet http://www.invacare.com/role/DerivativesNarrativeDetails Derivatives - Narrative (Details) Details 128 false false R129.htm 2434407 - Disclosure - Derivatives - Fair Value of Convertible Debt Hedges (Details) Sheet http://www.invacare.com/role/DerivativesFairValueOfConvertibleDebtHedgesDetails Derivatives - Fair Value of Convertible Debt Hedges (Details) Details 129 false false R130.htm 2435402 - Disclosure - Fair Values of Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) Sheet http://www.invacare.com/role/FairValuesOfFinancialInstrumentsAssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetails Fair Values of Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) Details 130 false false R131.htm 2435403 - Disclosure - Fair Values of Financial Instruments - Details of Book Value and Fair Value of Financial Instruments (Details) Sheet http://www.invacare.com/role/FairValuesOfFinancialInstrumentsDetailsOfBookValueAndFairValueOfFinancialInstrumentsDetails Fair Values of Financial Instruments - Details of Book Value and Fair Value of Financial Instruments (Details) Details 131 false false R132.htm 2435404 - Disclosure - Fair Values of Financial Instruments - Narrative (Details) Sheet http://www.invacare.com/role/FairValuesOfFinancialInstrumentsNarrativeDetails Fair Values of Financial Instruments - Narrative (Details) Details 132 false false R133.htm 2438402 - Disclosure - Business Segments - (Narrative) (Details) Sheet http://www.invacare.com/role/BusinessSegmentsNarrativeDetails Business Segments - (Narrative) (Details) Details http://www.invacare.com/role/BusinessSegmentsTables 133 false false R134.htm 2438403 - Disclosure - Business Segments - (Information by Segment) (Details) Sheet http://www.invacare.com/role/BusinessSegmentsInformationBySegmentDetails Business Segments - (Information by Segment) (Details) Details http://www.invacare.com/role/BusinessSegmentsTables 134 false false R135.htm 2438404 - Disclosure - Business Segments - (Net Sales by Product) (Details) Sheet http://www.invacare.com/role/BusinessSegmentsNetSalesByProductDetails Business Segments - (Net Sales by Product) (Details) Details http://www.invacare.com/role/BusinessSegmentsTables 135 false false R136.htm 2441402 - Disclosure - Subsequent Events (Details) Sheet http://www.invacare.com/role/SubsequentEventsDetails Subsequent Events (Details) Details http://www.invacare.com/role/SubsequentEventsTables 136 false false R137.htm 2442402 - Disclosure - Interim Financial Information - (Details) Sheet http://www.invacare.com/role/InterimFinancialInformationDetails Interim Financial Information - (Details) Details http://www.invacare.com/role/InterimFinancialInformationTables 137 false false R138.htm 2442403 - Disclosure - Interim Financial Information - Narrative (Details) Sheet http://www.invacare.com/role/InterimFinancialInformationNarrativeDetails Interim Financial Information - Narrative (Details) Details 138 false false R139.htm 2443401 - Disclosure - Schedule II - Valuation and Qualifying Accounts - (Details) Sheet http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccountsDetails Schedule II - Valuation and Qualifying Accounts - (Details) Details http://www.invacare.com/role/ScheduleIiValuationAndQualifyingAccounts 139 false false All Reports Book All Reports a2019ivc10-k.htm a201910kexhibit10aq.htm a201910kexhibit10bk.htm a201910kexhibit10bl.htm a201910kexhibit4g.htm a201910kivcex21.htm a201910kivcex23.htm a201910kivcex311.htm a201910kivcex312.htm a201910kivcex321.htm a201910kivcex322.htm ivc-20191231.xsd ivc-20191231_cal.xml ivc-20191231_def.xml ivc-20191231_lab.xml ivc-20191231_pre.xml chart-15947a005b405d35be3.jpg chart-2858498938605350ada.jpg chart-359dd6fa7e0a531ebce.jpg chart-541f46fe55765823bcd.jpg chart-663d98d6db2f571989a.jpg chart-6f68a0aba906500fa5d.jpg chart-73028aae17a9568ea65.jpg chart-754db66559df5fcbb9f.jpg chart-a12df27a50bd5e75bc5.jpg chart-a75f16d96e1f5c18b2e.jpg chart-d21adfc7f2625f2ab26.jpg chart-d42a0bb51d285d6aa21.jpg flatlogofinala21.jpg http://fasb.org/us-gaap/2018-01-31 http://xbrl.sec.gov/dei/2019-01-31 http://xbrl.sec.gov/country/2017-01-31 http://fasb.org/srt/2018-01-31 true true XML 146 R63.htm IDEA: XBRL DOCUMENT v3.20.1
Accounting Policies - Property and Equipment (Details)
12 Months Ended
Dec. 31, 2019
Furniture and fixtures | Minimum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 3 years
Furniture and fixtures | Maximum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 10 years
Building and building improvements | Minimum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 5 years
Building and building improvements | Maximum  
Property, Plant and Equipment [Line Items]  
Property, plant and equipment, useful life 40 years
XML 147 R103.htm IDEA: XBRL DOCUMENT v3.20.1
Equity Compensation - Unrecognized Compensation Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized compensation expense $ 16,722 $ 16,849 $ 15,030
Non-qualified stock options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized compensation expense 0 1,939 2,502
Restricted stock and restricted stock units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized compensation expense 8,453 7,469 7,005
Performance shares and performance share units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized compensation expense $ 8,269 $ 7,441 $ 5,523
XML 148 R93.htm IDEA: XBRL DOCUMENT v3.20.1
Leases and Commitments - Narrative (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Operating Leased Assets [Line Items]    
Sale Leaseback Transaction, Current Period Gain Recognized $ 295,000 $ 284,000
Minimum    
Operating Leased Assets [Line Items]    
Lease term 1 year  
Maximum    
Operating Leased Assets [Line Items]    
Lease term 20 years  
XML 149 R97.htm IDEA: XBRL DOCUMENT v3.20.1
Leases and Commitments - Schedule of Cash Flows Supplemental Information (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Schedule of Cash Flows Supplemental Information [Abstract]  
Operating Leases, Cash Paid in Measurement of Amounts for Lease Liabilities $ 13,456
Financing Leases, Cash Paid in Measurement of Amounts for Lease Liabilities 3,696
Total Cash Paid in Measurement of Amounts for Lease Liabilities 17,152
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability 1,554
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability 1,377
Right-of-Use Asset Obtained in Exchange for Total Lease Liability $ 2,931
XML 150 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 151 R67.htm IDEA: XBRL DOCUMENT v3.20.1
Accounting Policies - Derivative Instruments (Details) - Convertible Subordinated Debt - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2016
Convertible Senior Notes at 5.00% February 2021      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount $ 61,091,000 $ 150,000,000 $ 150,000,000
Interest rate (as a percent) 5.00%   5.00%
Convertible Senior Notes at 4.50% February 2022      
Debt Instrument [Line Items]      
Debt Instrument, Face Amount $ 120,000,000 $ 120,000,000  
Interest rate (as a percent) 4.50%    
XML 152 R107.htm IDEA: XBRL DOCUMENT v3.20.1
Equity Compensation - Restricted Stock Activity (Details) - Restricted stock and restricted stock units - $ / shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]      
Stock / Units unvested at beginning of period (in shares) 637,663 776,520 878,356
Granted (in shares) 828,484 377,299 523,412
Vested (in shares) (309,150) (386,275) (369,128)
Canceled (in shares) (191,912) (129,881) (256,120)
Stock / Units unvested at end of period (in shares) 965,085 637,663 776,520
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]      
Stock / Units unvested at beginning of period - Weighted Average Fair Value (in dollars per share) $ 15.04 $ 13.75 $ 15.87
Granted - Weighted Average Fair Value (in dollars per share) 9.86 17.48 12.37
Vested - Weighted Average Fair Value (in dollars per share) 14.26 15.05 16.63
Canceled - Weighted Average Fair Value (in dollars per share) 12.60 14.43 14.02
Stock / Units unvested at end of period - Weighted Average Fair Value (in dollars per share) $ 11.32 $ 15.04 $ 13.75
XML 153 R128.htm IDEA: XBRL DOCUMENT v3.20.1
Derivatives - Narrative (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Derivative [Line Items]        
Proceeds from Issuance of Warrants $ 0 $ 0 $ 14,100,000 $ 12,376,000
Minimum        
Derivative [Line Items]        
Percentage of forcasted transactions with currency rate exposure 50.00%      
Maximum        
Derivative [Line Items]        
Percentage of forcasted transactions with currency rate exposure 90.00%      
Foreign exchange forward        
Derivative [Line Items]        
Notional amount of derivatives, matured during period $ 148,874,000 165,200,000    
Gain (Loss) (2,725,000) (239,000) 840,000  
Selling, general and administrative expense | Foreign exchange forward        
Derivative [Line Items]        
Gain (Loss) 78,000 (150,000) (78,000)  
Cash Flow Hedging        
Derivative [Line Items]        
Gain (Loss) (2,725,000) (239,000) 840,000  
Cash Flow Hedging | Net sales        
Derivative [Line Items]        
Gain (Loss) (52,000) 1,352,000    
Derivative, Gain on Derivative     517,000  
Cash Flow Hedging | Cost of products sold        
Derivative [Line Items]        
Loss on derivative     (1,357,000)  
Derivative, Gain on Derivative 2,673,000 1,591,000    
Convertible Subordinated Debt | Convertible Senior Notes at 5.00% February 2021        
Derivative [Line Items]        
Debt Instrument, Face Amount $ 61,091,000 150,000,000   $ 150,000,000
Interest rate (as a percent) 5.00%     5.00%
Proceeds from Issuance of Warrants       $ 12,376,000
Convertible due 2021 - Bond Hedge, Initial Fair Value $ 27,975,000      
Convertible Debt 2021 Conversion Feature, Initial Fair Value 34,480,000      
Convertible Subordinated Debt | Convertible Senior Notes at 4.50% February 2022        
Derivative [Line Items]        
Debt Instrument, Face Amount $ 120,000,000 $ 120,000,000    
Interest rate (as a percent) 4.50%      
Proceeds from Issuance of Warrants $ 14,100,000   $ 14,100,000  
Convertible due 2022 - Bond Hedge, Fair Value at Issuance 24,780,000      
Convertible Debt 2022 Conversion Feature, Initial Fair Value $ 28,859,000      
XML 154 R48.htm IDEA: XBRL DOCUMENT v3.20.1
Long-Term Debt (Tables)
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instruments
Debt as of December 31, 2019 and 2018 consisted of the following (in thousands):
 
2019
 
2018
Convertible senior notes at 5.00%, due in February 2021
$
56,628

 
$
130,260

Convertible senior notes at 4.50%, due in June 2022
101,815

 
95,473

Convertible senior notes at 5.00%, due in November 2024
60,817

 

Other obligations
262

 

 
219,522

 
225,733

Less current maturities of long-term debt
(58
)
 

Long-Term Debt
$
219,464

 
$
225,733



Liability Components of Convertible 2021 Note
The liability components of the 2021 notes consist of the following (in thousands):
 
December 31, 2019
 
December 31, 2018
Principal amount of liability component
$
61,091

 
$
150,000

Unamortized discount
(3,916
)
 
(17,193
)
Debt fees
(547
)
 
(2,547
)
Net carrying amount of liability component
$
56,628

 
$
130,260


Liability Components of Convertible 2022 Note
The liability components of the 2022 notes consist of the following (in thousands):
 
December 31, 2019
 
December 31, 2018
Principal amount of liability component
$
120,000

 
$
120,000

Unamortized discount
(16,027
)
 
(21,476
)
Debt fees
(2,158
)
 
(3,051
)
Net carrying amount of liability component
$
101,815

 
$
95,473


Liability Components of Convertible 2024 Note The liability components of the 2024 notes consist of the following (in thousands):
 
December 31, 2019
 
Principal amount of liability component
$
72,909

 
Unamortized discount
(10,733
)
 
Debt fees
(1,359
)
 
Net carrying amount of liability component
$
60,817

 

XML 155 R44.htm IDEA: XBRL DOCUMENT v3.20.1
Property And Equipment (Tables)
12 Months Ended
Dec. 31, 2019
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment
Property and equipment as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Machinery and equipment
$
296,078

 
$
301,039

Land, buildings and improvements
33,054

 
37,606

Furniture and fixtures
9,898

 
9,898

Leasehold improvements
9,023

 
8,847

Capitalized software
3,509

 

Property and Equipment, gross
351,562

 
357,390

Less allowance for depreciation
(304,955
)
 
(311,406
)
Property and Equipment, net
$
46,607

 
$
45,984


XML 156 R124.htm IDEA: XBRL DOCUMENT v3.20.1
Derivatives - Notional Amounts - Designated as Hedges (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Not Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative $ 47,400,000 $ 25,318,000  
Gain (Loss) (78,000) 219,000  
Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 207,363,000 174,588,000  
Unrealized Gain (Loss) 11,000 582,000  
Foreign exchange forward      
Derivative [Line Items]      
Gain (Loss) 2,725,000 239,000 $ (840,000)
Foreign exchange forward | Not Designated as Hedging Instrument      
Derivative [Line Items]      
Gain (Loss) (78,000) 219,000  
USD / AUD | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 3,840,000 6,390,000  
Unrealized Gain (Loss) (106,000) 146,000  
USD / CAD | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 3,888,000 12,221,000  
Unrealized Gain (Loss) 32,000 (101,000)  
USD / CNY | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 0 4,460,000  
Unrealized Gain (Loss) 0 32,000  
USD / EUR | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 110,905,000 70,748,000  
Unrealized Gain (Loss) 122,000 173,000  
USD / GBP | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 3,972,000 1,233,000  
Unrealized Gain (Loss) (8,000) 0  
USD / NZD | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 2,760,000 10,359,000  
Unrealized Gain (Loss) (166,000) 149,000  
USD / SEK | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 5,062,000 603,000  
Unrealized Gain (Loss) (38,000) 0  
USD / MXP | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 6,763,000 7,801,000  
Unrealized Gain (Loss) 346,000 37,000  
EUR / CAD | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 4,151,000 0  
Unrealized Gain (Loss) 24,000 0  
EUR / CHF | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 9,821,000 0  
Unrealized Gain (Loss) 10,000 0  
EUR / GBP | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 29,824,000 41,087,000  
Unrealized Gain (Loss) (216,000) 174,000  
EUR / NOK | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 5,797,000 977,000  
Unrealized Gain (Loss) 15,000 0  
EUR / SEK | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 9,493,000 15,106,000  
Unrealized Gain (Loss) (46,000) (92,000)  
EUR / NZD | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 0 2,042,000  
Unrealized Gain (Loss) 0 64,000  
DKK / SEK | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 5,936,000 1,561,000  
Unrealized Gain (Loss) 24,000 0  
NOK / SEK | Designated as Hedging Instrument      
Derivative [Line Items]      
Notional Amount, Derivative 5,151,000 0  
Unrealized Gain (Loss) $ 18,000 $ 0  
XML 157 R40.htm IDEA: XBRL DOCUMENT v3.20.1
Receivables (Tables)
12 Months Ended
Dec. 31, 2019
Receivables [Abstract]  
Schedule of Accounts Receivable
Receivables as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Accounts receivable, gross
$
141,732

 
$
146,482

Customer rebate reserve
(13,922
)
 
(15,452
)
Allowance for doubtful accounts
(4,804
)
 
(5,268
)
Cash discount reserves
(5,326
)
 
(4,777
)
Other, principally returns and allowances reserves
(1,011
)
 
(1,242
)
Accounts receivable, net
$
116,669

 
$
119,743


Schedule of Installment Receivables

Installment receivables as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
 
Current
 
Long-
Term
 
Total
 
Current
 
Long-
Term
 
Total
Installment receivables
$
1,192

 
$
1,257

 
$
2,449

 
$
1,986

 
$
1,374

 
$
3,360

Less: Unearned interest
(22
)
 

 
(22
)
 
(22
)
 

 
(22
)
 
1,170

 
1,257

 
2,427

 
1,964

 
1,374

 
3,338

Allowance for doubtful accounts
(434
)
 
(1,080
)
 
(1,514
)
 
(390
)
 
(1,152
)
 
(1,542
)
 
$
736

 
$
177

 
$
913

 
$
1,574

 
$
222

 
$
1,796


Schedule of Installment Receivables Allowance for Doubtful Accounts
The movement in the installment receivables allowance for doubtful accounts was as follows (in thousands):
 
2019
 
2018
Balance as of beginning of period
$
1,542

 
$
2,644

Current period provision
479

 
550

Direct write-offs charged against the allowance
(507
)
 
(1,652
)
Balance as of end of period
$
1,514

 
$
1,542


Schedule of Installment Receivables by Class
Installment receivables by class as of December 31, 2019 consist of the following (in thousands):
 
Total
Installment
Receivables
 
Unpaid
Principal
Balance
 
Related
Allowance for
Doubtful
Accounts
 
Interest
Income
Recognized
U.S.
 
 
 
 
 
 
 
Impaired installment receivables with a related allowance recorded
$
1,762

 
$
1,762

 
$
1,497

 
$

Canada
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
670

 
648

 

 
92

Impaired installment receivables with a related allowance recorded
17

 
17

 
17

 

Total Canadian installment receivables
687

 
665

 
17

 
92

Total
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
670

 
648

 

 
92

Impaired installment receivables with a related allowance recorded
1,779

 
1,779

 
1,514

 

Total installment receivables
$
2,449

 
$
2,427

 
$
1,514

 
$
92


Installment receivables by class as of December 31, 2018 consist of the following (in thousands):
 
Total
Installment
Receivables
 
Unpaid
Principal
Balance
 
Related
Allowance for
Doubtful
Accounts
 
Interest
Income
Recognized
U.S.
 
 
 
 
 
 
 
Impaired installment receivables with a related allowance recorded
$
2,669

 
$
2,669

 
$
1,540

 
$

Canada
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
689

 
667

 

 
127

Impaired installment receivables with a related allowance recorded
2

 
2

 
2

 

Total Canadian installment receivables
691

 
669

 
2

 
127

Total
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
689

 
667

 

 
127

Impaired installment receivables with a related allowance recorded
2,671

 
2,671

 
1,542

 

Total installment receivables
$
3,360

 
$
3,338

 
$
1,542

 
$
127



Schedule of Financing Receivables
Installment receivables by class as of December 31, 2019 consist of the following (in thousands):
 
Total
Installment
Receivables
 
Unpaid
Principal
Balance
 
Related
Allowance for
Doubtful
Accounts
 
Interest
Income
Recognized
U.S.
 
 
 
 
 
 
 
Impaired installment receivables with a related allowance recorded
$
1,762

 
$
1,762

 
$
1,497

 
$

Canada
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
670

 
648

 

 
92

Impaired installment receivables with a related allowance recorded
17

 
17

 
17

 

Total Canadian installment receivables
687

 
665

 
17

 
92

Total
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
670

 
648

 

 
92

Impaired installment receivables with a related allowance recorded
1,779

 
1,779

 
1,514

 

Total installment receivables
$
2,449

 
$
2,427

 
$
1,514

 
$
92


Installment receivables by class as of December 31, 2018 consist of the following (in thousands):
 
Total
Installment
Receivables
 
Unpaid
Principal
Balance
 
Related
Allowance for
Doubtful
Accounts
 
Interest
Income
Recognized
U.S.
 
 
 
 
 
 
 
Impaired installment receivables with a related allowance recorded
$
2,669

 
$
2,669

 
$
1,540

 
$

Canada
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
689

 
667

 

 
127

Impaired installment receivables with a related allowance recorded
2

 
2

 
2

 

Total Canadian installment receivables
691

 
669

 
2

 
127

Total
 
 
 
 
 
 
 
Non-impaired installment receivables with no related allowance recorded
689

 
667

 

 
127

Impaired installment receivables with a related allowance recorded
2,671

 
2,671

 
1,542

 

Total installment receivables
$
3,360

 
$
3,338

 
$
1,542

 
$
127



Schedule of Aging of Installment Receivables

The aging of the company's installment receivables was as follows as of December 31, 2019 and 2018 (in thousands):
 
December 31, 2019
 
December 31, 2018
 
Total
 
U.S.
 
Canada
 
Total
 
U.S.
 
Canada
Current
$
659

 
$

 
$
659

 
$
663

 
$

 
$
663

0-30 days past due
2

 

 
2

 
11

 

 
11

31-60 days past due
4

 

 
4

 
10

 

 
10

61-90 days past due

 

 

 
6

 

 
6

90+ days past due
1,784

 
1,762

 
22

 
2,670

 
2,669

 
1

 
$
2,449

 
$
1,762

 
$
687

 
$
3,360

 
$
2,669

 
$
691


XML 158 R120.htm IDEA: XBRL DOCUMENT v3.20.1
Income Taxes - US Tax Act of 2017 (Details) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2018
Dec. 31, 2017
US Tax Act of 2017 [Abstract]    
New Corporate Tax Rate   21.00%
Decrease in Deferred Tax Assets   $ 64,440,000
Decrease in Deferred Tax Liabilities   20,034,000
Decrease in Valuation Allowance   45,986,000
Deferred Tax Benefit Adjustment, net $ 2,023,000 $ 1,580,000
XML 159 R116.htm IDEA: XBRL DOCUMENT v3.20.1
Income Taxes - Rate Reconciliation (Details)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Income Tax Disclosure [Abstract]      
Effects of US Tax Reform 0.00% 0.00% (2.40%)
Income Tax Expense (Benefit), Intraperiod Tax Allocation 0.00% (2.00%) 0.00%
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]      
Statutory federal income tax rate (benefit) (21.00%) (21.00%) (35.00%)
State and local income taxes, net of federal income tax benefit (0.20%) 0.30% (0.40%)
Tax credits 0.00% 0.00% (0.20%)
Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Percent 40.20% (4.70%) (2.10%)
Foreign taxes at other than the federal statutory rate (including tax holidays) 5.10% 12.90% (1.30%)
Federal and foreign valuation allowance (20.40%) 35.60% 46.20%
Withholding taxes 0.10% 0.20% 0.10%
Unremitted earnings 0.10% 0.00% (1.10%)
Dividends 0.00% 0.00% 5.70%
Effective Income Tax Rate Reconciliation, Debt Repurchase, Percent 1.70% 0.00% 0.00%
Foreign branch activity 12.40% 0.10% (1.20%)
Uncertain tax positions 1.40% (1.90%) 0.10%
Other, net 1.70% 0.10% (2.90%)
Effective Income Tax Rate, Continuing Operations 21.10% 28.80% 15.50%
XML 160 R7.htm IDEA: XBRL DOCUMENT v3.20.1
Consolidated Statement of Shareholders' Equity - USD ($)
Total
Common Stock
Additional Paid-in- Capital
Retained Earnings
Accumulated Other Comprehensive Earnings
Treasury Stock
Class B Common Shares
Beginning Balance at Dec. 31, 2016 $ 422,387,000 $ 8,974,000 $ 266,151,000 $ 266,144,000 $ (19,335,000) $ (99,730,000) $ 183,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Exercise of stock options (2,611,000) (48,000) (2,628,000)     (65,000)  
Stock-based compensation expense 1,834,000   1,834,000        
Non-qualified stock option expense 865,000   865,000        
Restricted stock awards 3,437,000 101,000 4,547,000     (1,211,000)  
Conversion from Class B to Common Stock 0 (181,000)         (181,000)
Net loss (76,541,000)     (76,541,000)      
Foreign currency translation adjustments 54,591,000            
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent 54,591,000            
Unrealized gain on cash flow hedges (1,982,000)       (1,982,000)    
Defined benefit plans:              
Amortization of prior service costs and unrecognized losses and credits 3,596,000       3,596,000    
Comprehensive Loss (20,336,000)            
Dividends (1,604,000)            
Ending Balance at Dec. 31, 2017 423,294,000 9,304,000 290,125,000 187,999,000 36,870,000 (101,006,000) 2,000
Defined benefit plans:              
Proceeds from Issuance of Warrants 14,100,000            
Adjustments to Additional Paid in Capital, Warrant Issued 14,100,000   14,100,000        
Payments of Ordinary Dividends, Common Stock 1,604,000            
Exercise of stock options (1,707,000) (46,000) (2,580,000)     (919,000)  
Stock-based compensation expense 777,000   777,000        
Non-qualified stock option expense 201,000   201,000        
Restricted stock awards 2,797,000 69,000 4,236,000     (1,508,000)  
Net loss (43,922,000)     (43,922,000)      
Foreign currency translation adjustments (30,858,000)            
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent (30,858,000)            
Unrealized gain on cash flow hedges 1,832,000       1,832,000    
Amortization of prior service costs and unrecognized losses and credits 4,949,000       4,949,000    
Comprehensive Loss (67,999,000)            
Dividends (1,630,000)            
Ending Balance at Dec. 31, 2018 359,147,000 9,419,000 297,919,000 142,447,000 12,793,000 (103,433,000) 2,000
Defined benefit plans:              
Proceeds from Issuance of Warrants 0            
Payments of Ordinary Dividends, Common Stock 1,630,000            
Stock-based compensation expense 4,051,000 29,000 4,370,000     (348,000)  
Non-qualified stock option expense 1,939,000   1,939,000        
Restricted stock awards 4,226,000 140,000 4,632,000     (546,000)  
Net loss (53,327,000)     (53,327,000)      
Foreign currency translation adjustments (8,499,000)            
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent (8,499,000)            
Unrealized gain on cash flow hedges (570,000)       (570,000)    
Amortization of prior service costs and unrecognized losses and credits (596,000)       (596,000)    
Comprehensive Loss (62,992,000)            
Dividends (1,645,000)            
Ending Balance at Dec. 31, 2019 308,516,000 $ 9,588,000 312,650,000 $ 87,475,000 $ 3,128,000 $ (104,327,000) $ 2,000
Defined benefit plans:              
Convertible Debt Derivative Adjustments (220,000)   (220,000)        
Exchange of Convertible Notes 4,010,000   $ 4,010,000        
Proceeds from Issuance of Warrants 0            
Payments of Ordinary Dividends, Common Stock $ 1,645,000            
XML 161 R76.htm IDEA: XBRL DOCUMENT v3.20.1
Inventories - (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Inventory Disclosure [Abstract]    
Finished goods $ 54,064 $ 62,766
Raw materials 54,638 55,120
Work in process 11,798 10,237
Inventory, Net $ 120,500 $ 128,123
XML 162 R86.htm IDEA: XBRL DOCUMENT v3.20.1
Accrued Expenses - Warranty Schedule (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Product Warranty Liability [Line Items]    
Balance as of January 1 $ 16,353 $ 22,468
Warranties provided during the period 5,504 7,106
Settlements made during the period (10,882) (13,731)
Changes in liability for pre-existing warranties during the period, including expirations 651 510
Balance as of December 31 $ 11,626 $ 16,353
XML 163 R82.htm IDEA: XBRL DOCUMENT v3.20.1
Intangibles - Narrative (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]      
Amortization of Intangible Assets $ 1,827,000 $ 2,218,000 $ 1,881,000
Trademarks      
Finite-Lived Intangible Assets [Line Items]      
Historical Cost $ 23,479,000 $ 24,385,000  
Minimum      
Finite-Lived Intangible Assets [Line Items]      
Useful life of intangible assets 1 year    
Maximum      
Finite-Lived Intangible Assets [Line Items]      
Useful life of intangible assets 4 years    
Weighted Average      
Finite-Lived Intangible Assets [Line Items]      
Useful life of intangible assets 4 years    
XML 164 R112.htm IDEA: XBRL DOCUMENT v3.20.1
Charges Related To Restructuring Activities - (Details) - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Restructuring Reserve [Roll Forward]                      
Beginning Balance       $ 1,682,000       $ 4,005,000 $ 1,682,000 $ 4,005,000 $ 2,169,000
Charges $ (8,188,000) $ (1,628,000) $ (1,321,000) (692,000) $ (1,816,000) $ (920,000) $ (344,000) (401,000) (11,829,000) (3,481,000) (12,274,000)
Payments                 (6,484,000) (5,804,000) (10,438,000)
Ending Balance 7,027,000       1,682,000       7,027,000 1,682,000 4,005,000
Severance                      
Restructuring Reserve [Roll Forward]                      
Beginning Balance       1,657,000       3,704,000 1,657,000 3,704,000 2,049,000
Charges                 (11,562,000) (3,593,000) (11,325,000)
Payments                 (6,196,000) (5,640,000) (9,670,000)
Ending Balance 7,023,000       1,657,000       7,023,000 1,657,000 3,704,000
Contract Terminations                      
Restructuring Reserve [Roll Forward]                      
Beginning Balance       25,000       301,000 25,000 301,000 120,000
Charges                 (267,000) 112,000 (949,000)
Payments                 (288,000) (164,000) (768,000)
Ending Balance 4,000       25,000       4,000 25,000 301,000
Europe                      
Restructuring Reserve [Roll Forward]                      
Beginning Balance       181,000       383,000 181,000 383,000  
Charges                 (9,579,000) (1,773,000) (1,975,000)
Payments                 (3,350,000) (1,975,000) (1,592,000)
Ending Balance 6,410,000       181,000       6,410,000 181,000 383,000
Europe | Severance                      
Restructuring Reserve [Roll Forward]                      
Beginning Balance       181,000       249,000 181,000 249,000  
Charges                 (9,356,000) (1,773,000) (1,753,000)
Payments                 (3,131,000) (1,841,000) (1,504,000)
Ending Balance 6,406,000       181,000       6,406,000 181,000 249,000
Europe | Contract Terminations                      
Restructuring Reserve [Roll Forward]                      
Beginning Balance       0       134,000 0 134,000  
Charges                 (223,000) 0 (222,000)
Payments                 (219,000) (134,000) (88,000)
Ending Balance 4,000       0       4,000 0 134,000
Other Segments                      
Restructuring Reserve [Roll Forward]                      
Beginning Balance       820,000       1,016,000 820,000 1,016,000 1,266,000
Charges                 (633,000) (349,000) (1,410,000)
Payments                 (1,047,000) (545,000) (1,660,000)
Ending Balance 406,000       820,000       406,000 820,000 1,016,000
Other Segments | Severance                      
Restructuring Reserve [Roll Forward]                      
Beginning Balance       820,000       1,016,000 820,000 1,016,000 1,266,000
Charges                 (633,000) (349,000) (1,410,000)
Payments                 (1,047,000) (545,000) (1,660,000)
Ending Balance 406,000       820,000       406,000 820,000 1,016,000
Other Segments | Contract Terminations                      
Restructuring Reserve [Roll Forward]                      
Beginning Balance       0       0 0 0 0
Charges                 0 0 0
Payments                 0 0 0
Ending Balance 0       0       0 0 0
North America                      
Restructuring Reserve [Roll Forward]                      
Beginning Balance       681,000       2,606,000 681,000 2,606,000 903,000
Charges                 (1,617,000) (1,359,000) (8,889,000)
Payments                 (2,087,000) (3,284,000) (7,186,000)
Ending Balance 211,000       681,000       211,000 681,000 2,606,000
North America | Severance                      
Restructuring Reserve [Roll Forward]                      
Beginning Balance       656,000       2,439,000 656,000 2,439,000 783,000
Charges                 (1,573,000) (1,471,000) (8,162,000)
Payments                 (2,018,000) (3,254,000) (6,506,000)
Ending Balance 211,000       656,000       211,000 656,000 2,439,000
North America | Contract Terminations                      
Restructuring Reserve [Roll Forward]                      
Beginning Balance       $ 25,000       $ 167,000 25,000 167,000 120,000
Charges                 (44,000) 112,000 (727,000)
Payments                 (69,000) (30,000) (680,000)
Ending Balance $ 0       $ 25,000       $ 0 $ 25,000 $ 167,000
XML 165 R72.htm IDEA: XBRL DOCUMENT v3.20.1
Receivables - Installment Receivables (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Receivables [Abstract]      
Installment receivables, current $ 1,192,000 $ 1,986,000  
Installment receivables, long-term 1,257,000 1,374,000  
Total Installment Receivables 2,449,000 3,360,000  
Unearned Interest - Current 22,000 22,000  
Unearned interest, long-term 0 0  
Total Unearned Interest 3,173,000 2,416,000  
Unearned Interest 22,000 22,000  
Installment receivables net of unearned interest, current 1,170,000 1,964,000  
Installment receivables net of unearned interest, long-term 1,257,000 1,374,000  
Total installment receivables net of unearned interest 2,427,000 3,338,000  
Allowance for doubtful accounts, current (434,000) (390,000)  
Allowance for doubtful accounts, long-term (1,080,000) (1,152,000)  
Allowance for doubtful accounts (1,514,000) (1,542,000) $ (2,644,000)
Installment receivables, net 736,000 1,574,000  
Installment receivables, long-term 177,000 222,000  
Total installment receivables, net $ 913,000 $ 1,796,000  
XML 166 R3.htm IDEA: XBRL DOCUMENT v3.20.1
Consolidated Statement of Comprehensive Income (Parenthetical) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Statement of Comprehensive Income [Abstract]      
Income Tax Expense (Benefit), Discontinued Operations $ 0 $ 0 $ 0
Income Tax Expense (Benefit) on Gain (Loss), Discontinued Operations $ 0 $ 0 $ 0
XML 167 R131.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Values of Financial Instruments - Details of Book Value and Fair Value of Financial Instruments (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents $ 80,063 $ 116,907
Other investments 85 90
Installment receivables, net of reserves 913 1,796
Long-term debt (including current maturities of long-term debt) (267,366) (255,645)
Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents 80,063 116,907
Other investments 85 90
Installment receivables, net of reserves 913 1,796
Long-term debt (including current maturities of long-term debt) (225,037) (181,928)
Convertible Debt 2021 Note Hedge [Domain] | Other Long-Term Obligations | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative liabilities 0 1,458
Convertible Debt 2021 Note Hedge [Domain] | Other Long-Term Obligations | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative liabilities 0 1,458
Convertible Debt 2021 Note Hedge [Domain] | Other Long-Term Assets [Member] | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative assets 0 1,028
Convertible Debt 2021 Note Hedge [Domain] | Other Long-Term Assets [Member] | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative assets 0 1,028
Foreign exchange forward | Other Current Assets | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative assets 838 1,020
Foreign exchange forward | Other Current Assets | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative assets 838 1,020
Foreign exchange forward | Accrued Expenses | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative liabilities (905) (219)
Foreign exchange forward | Accrued Expenses | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative liabilities (905) (219)
Convertible Debt 2022 Conversion Feature [Domain] | Other Long-Term Obligations | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative liabilities 0 2,611
Convertible Debt 2022 Conversion Feature [Domain] | Other Long-Term Obligations | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative liabilities 0 2,611
Convertible Debt 2022 Note Hedge [Domain] | Other Long-Term Assets [Member] | Carrying Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative assets 0 2,062
Convertible Debt 2022 Note Hedge [Domain] | Other Long-Term Assets [Member] | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative assets $ 0 $ 2,062
XML 168 R51.htm IDEA: XBRL DOCUMENT v3.20.1
Revenues (Tables)
12 Months Ended
Dec. 31, 2019
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]  
Revenue Recognition, Multiple-deliverable Arrangements [Table Text Block]
The following tables disaggregate the company's revenues by major source and by reportable segment for the year ended December 31, 2019 and December 31, 2018 (in thousands):
 
 
2019
 
 
Product
 
Service
 
Total
Europe
 
$
519,160

 
$
13,888

 
$
533,048

N.A.
 
346,642

 
1,559

 
348,201

Other
 
41,852

 
4,863

 
46,715

Total
 
$
907,654

 
$
20,310

 
$
927,964

% Split
 
98%
 
2%
 
100%
 
 
2018
 
 
Product
 
Service
 
Total
Europe
 
$
544,517

 
$
14,001

 
$
558,518

N.A.
 
362,431

 
2,159

 
364,590

Other
 
44,393

 
4,846

 
49,239

Total
 
$
951,341

 
$
21,006

 
$
972,347

% Split
 
98%
 
2%
 
100%

XML 169 R135.htm IDEA: XBRL DOCUMENT v3.20.1
Business Segments - (Net Sales by Product) (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Revenue from External Customer [Line Items]                      
Revenues $ 232,913 $ 235,774 $ 235,858 $ 223,419 $ 244,576 $ 244,559 $ 246,152 $ 237,060 $ 927,964 $ 972,347 $ 966,497
North America                      
Revenue from External Customer [Line Items]                      
Revenues                 348,201 364,590 380,290
Europe                      
Revenue from External Customer [Line Items]                      
Revenues                 533,048 558,518 535,326
Other Segments                      
Revenue from External Customer [Line Items]                      
Revenues                 46,715 49,239 50,881
Operating Segments | North America                      
Revenue from External Customer [Line Items]                      
Revenues                 348,201 364,590 380,290
Operating Segments | North America | Lifestyle Products                      
Revenue from External Customer [Line Items]                      
Revenues                 173,039 172,622 179,563
Operating Segments | North America | Mobility and Seating                      
Revenue from External Customer [Line Items]                      
Revenues                 121,955 122,013 112,448
Operating Segments | North America | Respiratory Therapy                      
Revenue from External Customer [Line Items]                      
Revenues                 51,649 67,797 85,760
Operating Segments | North America | Other Products and Services                      
Revenue from External Customer [Line Items]                      
Revenues                 1,558 2,158 2,519
Operating Segments | Europe                      
Revenue from External Customer [Line Items]                      
Revenues                 533,048 558,518 535,326
Operating Segments | Europe | Lifestyle Products                      
Revenue from External Customer [Line Items]                      
Revenues                 245,987 263,340 266,290
Operating Segments | Europe | Mobility and Seating                      
Revenue from External Customer [Line Items]                      
Revenues                 249,144 252,997 225,909
Operating Segments | Europe | Respiratory Therapy                      
Revenue from External Customer [Line Items]                      
Revenues                 19,258 23,736 26,261
Operating Segments | Europe | Other Products and Services                      
Revenue from External Customer [Line Items]                      
Revenues                 18,659 18,445 16,866
Operating Segments | Other Segments                      
Revenue from External Customer [Line Items]                      
Revenues                 46,715 49,239 50,881
Operating Segments | Other Segments | Lifestyle Products                      
Revenue from External Customer [Line Items]                      
Revenues                 10,831 10,829 14,003
Operating Segments | Other Segments | Mobility and Seating                      
Revenue from External Customer [Line Items]                      
Revenues                 28,448 31,286 29,096
Operating Segments | Other Segments | Respiratory Therapy                      
Revenue from External Customer [Line Items]                      
Revenues                 1,283 1,330 1,640
Operating Segments | Other Segments | Other Products and Services                      
Revenue from External Customer [Line Items]                      
Revenues                 $ 6,153 $ 5,794 $ 6,142
XML 170 R55.htm IDEA: XBRL DOCUMENT v3.20.1
Charges Related To Restructuring Activities (Tables)
12 Months Ended
Dec. 31, 2019
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring and Related Costs

A progression by reporting segment of the accruals recorded as a result of the restructuring is as follows (in thousands):
 
Severance
 
Contract Terminations
 
Total
January 1, 2017 Balance
 
 
 
 
 
North America
$
783

 
$
120

 
$
903

All Other
1,266

 

 
1,266

Total
2,049

 
120

 
2,169

Charges
 
 
 
 
 
North America
8,162

 
727

 
8,889

Europe
1,753

 
222

 
1,975

All Other
1,410

 

 
1,410

Total
11,325

 
949

 
12,274

Payments
 
 
 
 
 
North America
(6,506
)
 
(680
)
 
(7,186
)
Europe
(1,504
)
 
(88
)
 
(1,592
)
All Other
(1,660
)
 

 
(1,660
)
Total
$
(9,670
)
 
$
(768
)
 
$
(10,438
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
Severance
 
Contract Terminations
 
Total
December 31, 2017 Balance
 
 
 
 
 
North America
$
2,439

 
$
167

 
$
2,606

Europe
249

 
134

 
383

All Other
1,016

 

 
1,016

Total
3,704

 
301

 
4,005

Charges
 
 
 
 
 
North America
1,471

 
(112
)
 
1,359

Europe
1,773

 

 
1,773

All Other
349

 

 
349

Total
3,593

 
(112
)
 
3,481

Payments
 
 
 
 
 
North America
(3,254
)
 
(30
)
 
(3,284
)
Europe
(1,841
)
 
(134
)
 
(1,975
)
All Other
(545
)
 

 
(545
)
Total
(5,640
)
 
(164
)
 
(5,804
)
December 31, 2018 Balance
 
 
 
 
 
North America
656

 
25

 
681

Europe
181

 

 
181

All Other
820

 

 
820

Total
1,657

 
25

 
1,682

Charges
 
 
 
 
 
North America
1,573

 
44

 
1,617

Europe
9,356

 
223

 
9,579

All Other
633

 

 
633

Total
11,562

 
267

 
11,829

Payments
 
 
 
 
 
North America
(2,018
)
 
(69
)
 
(2,087
)
Europe
(3,131
)
 
(219
)
 
(3,350
)
All Other
(1,047
)
 

 
(1,047
)
Total
(6,196
)
 
(288
)
 
(6,484
)
December 31, 2019 Balance
 
 
 
 
 
North America
211

 

 
211

Europe
6,406

 
4

 
6,410

All Other
406

 


406

Total
$
7,023

 
$
4

 
$
7,027

 
 
 
 
 
 

XML 171 R59.htm IDEA: XBRL DOCUMENT v3.20.1
Fair Values of Financial Instruments (Tables)
12 Months Ended
Dec. 31, 2019
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

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
 
Quoted Prices in Active Markets
for Identical
Assets / (Liabilities)
 
Significant
Other
Observable
Inputs
 
Significant
Other
Unobservable
Inputs
 
Level I
 
Level II
 
Level III
December 31, 2019
 
 
 
 
 
 
Forward exchange contracts—net
 

 
$
(67
)
 

December 31, 2018
 
 
 
 
 
 
Forward exchange contracts—net
 

 
$
801

 

Convertible 2021 debt conversion liability
 

 
(1,458
)
 

Convertible 2021 note hedge asset
 

 
1,028

 

Convertible 2022 debt conversion liability
 

 
(2,611
)
 

Convertible 2022 note hedge asset
 

 
2,062

 


Fair Value, by Balance Sheet Grouping
The carrying and fair values of the company's financial instruments at December 31, 2019 and 2018 are as follows (in thousands):
 
2019
 
2018
 
Carrying
Value
 
Fair Value
 
Carrying
Value
 
Fair Value
Cash and cash equivalents
$
80,063

 
$
80,063

 
$
116,907

 
$
116,907

Other investments
85

 
85

 
90

 
90

Installment receivables, net of reserves
913

 
913

 
1,796

 
1,796

Long-term debt (including current maturities of long-term debt) *
(267,366
)
 
(225,037
)
 
(255,645
)
 
(181,928
)
Convertible 2021 debt conversion liability in Other Long-Term Obligations

 

 
(1,458
)
 
(1,458
)
Convertible 2021 note hedge in Other Long-Term Assets

 

 
1,028

 
1,028

Convertible 2022 debt conversion liability in Other Long-Term Obligations

 

 
(2,611
)
 
(2,611
)
Convertible 2022 note hedge in Other Long-Term Assets

 

 
2,062

 
2,062

Forward contracts in Other Current Assets
838

 
838

 
1,020

 
1,020

Forward contracts in Accrued Expenses
(905
)
 
(905
)
 
(219
)
 
(219
)

________
* 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 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 are also shown net of the discount and fees. Long-term debt amounts also include long term lease obligations for both operating and financing leases.
XML 172 R139.htm IDEA: XBRL DOCUMENT v3.20.1
Schedule II - Valuation and Qualifying Accounts - (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Allowance for doubtful accounts [Member]      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance At Beginning of Period $ 6,810 $ 7,757 $ 9,754
Charged To Cost And Expenses 955 2,029 2,042
Additions (Deductions) Describe (1,447) (2,976) (4,039)
Balance At End of Period 6,318 6,810 7,757
Inventory obsolescense reserve [Member]      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance At Beginning of Period 18,342 19,003 17,795
Charged To Cost And Expenses 3,542 3,673 4,922
Additions (Deductions) Describe (3,706) (4,334) (3,714)
Balance At End of Period 18,178 18,342 19,003
Tax valuation allowances [Member]      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance At Beginning of Period 174,659 167,203 173,981
Charged To Cost And Expenses (8,413) 13,517 (9,203)
Additions (Deductions) Describe (3,456) (6,061) 2,425
Balance At End of Period 162,790 174,659 167,203
Accrued warranty cost [Member]      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance At Beginning of Period 16,353 22,468 23,302
Charged To Cost And Expenses 6,155 7,616 11,083
Additions (Deductions) Describe (10,882) (13,731) (11,917)
Balance At End of Period 11,626 16,353 22,468
Accrued product liability [Member]      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance At Beginning of Period 16,593 16,480 20,611
Charged To Cost And Expenses 2,527 5,586 5,062
Additions (Deductions) Describe (2,970) (5,473) (9,193)
Balance At End of Period $ 16,150 $ 16,593 $ 16,480
XML 173 R38.htm IDEA: XBRL DOCUMENT v3.20.1
Schedule II - Valuation and Qualifying Accounts
12 Months Ended
Dec. 31, 2019
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Schedule II - Valuation and Qualifying Accounts
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

 
COL A.
 
COL B.
 
COL C.
 
COL D.
 
Balance
At
Beginning
of Period
 
Charged
To Cost
And
Expenses
 
Additions
(Deductions)
Describe
 
Balance
At End
of Period
 
 
 
(In thousands)
 
 
Year Ended December 31, 2019
 
 
 
 
 
 
 
Deducted from asset accounts—
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
6,810

 
$
955

 
$
(1,447
)
(A) 
$
6,318

Inventory obsolescence reserve
18,342

 
3,542

 
(3,706
)
(B) 
18,178

Tax valuation allowances
174,659

 
(8,413
)
 
(3,456
)
(C) 
162,790

Accrued warranty cost
16,353

 
6,155

 
(10,882
)
(B) 
11,626

Accrued product liability
16,593

 
2,527

 
(2,970
)
(D) 
16,150

Year Ended December 31, 2018
 
 
 
 
 
 
 
Deducted from asset accounts—
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
7,757

 
$
2,029

 
$
(2,976
)
(A) 
$
6,810

Inventory obsolescence reserve
19,003

 
3,673

 
(4,334
)
(B) 
18,342

Tax valuation allowances
167,203

 
13,517

 
(6,061
)
(C) 
174,659

Accrued warranty cost
22,468

 
7,616

 
(13,731
)
(B) 
16,353

Accrued product liability
16,480

 
5,586

 
(5,473
)
(D) 
16,593

Year Ended December 31, 2017
 
 
 
 
 
 
 
Deducted from asset accounts—
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
9,754

 
$
2,042

 
$
(4,039
)
(A) 
$
7,757

Inventory obsolescence reserve
17,795

 
4,922

 
(3,714
)
(B) 
19,003

Tax valuation allowances
173,981

 
(9,203
)
 
2,425

(C) 
167,203

Accrued warranty cost
23,302

 
11,083

 
(11,917
)
(B) 
22,468

Accrued product liability
20,611

 
5,062

 
(9,193
)
(D) 
16,480

________________________
Note (A)—Uncollectible accounts written off, net of recoveries.
Note (B)—Amounts written off or payments incurred.
Note (C)—Other activity not affecting federal or foreign tax expense.
Note (D)—Loss and loss adjustment.
XML 174 R34.htm IDEA: XBRL DOCUMENT v3.20.1
Business Segments
12 Months Ended
Dec. 31, 2019
Segment Reporting [Abstract]  
Business Segments
Business Segments

The company operates in two primary business segments: North America and Europe with each selling the company's primary product categories, which include: lifestyle, mobility and seating and respiratory therapy products. Sales in Asia Pacific are reported in All Other and include products similar to those sold in North America and Europe. 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.

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 impairments and gain on sale of business (as applicable).

This performance measure, segment operating income (loss), is used by the Chief Operating Decision Maker (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 the first quarter of 2019, the company reassessed the alignment of its reporting segments and combined the North America/Home Medical Equipment (NA/HME) and Institutional Products Group (IPG) segments into a single operating segment, referred to as North America. This change better reflects how the company manages, allocates resources and assesses performance of the businesses contained in the North America segment. Additionally, the company reassessed the activity of the businesses in its former Asia Pacific segment and began reporting the Asia Pacific businesses as part of the All Other segment, since those businesses, individually and collectively, are not large enough relative to the company's overall business to merit disclosure as a separate reporting segment. The company believes that these changes provide improved transparency of the company’s business results to its shareholders, and are better aligned with how the company manages its businesses. Segment results for 2018 and 2017 have been reclassified to reflect the realignment of the company’s reporting segments and be comparable to the segment results for 2019.

As part of the company's realignment of its reportable and operating segments, the company considered whether the reporting units used for purposes of assessing impairment of goodwill should be changed and concluded that no changes were necessary.

The information by segment is as follows (in thousands): 
 
2019
 
2018
 
2017
Revenues from external customers
 
 
 
 
 
Europe
$
533,048

 
$
558,518

 
$
535,326

North America
348,201

 
364,590

 
380,290

All Other (Asia Pacific)
46,715

 
49,239

 
50,881

Consolidated
$
927,964

 
$
972,347

 
$
966,497

Intersegment revenues
 
 
 
 
 
Europe
$
14,185

 
$
15,784

 
$
13,815

North America
80,727

 
90,944

 
84,799

All Other (Asia Pacific)
13,033

 
17,737

 
15,312

Consolidated
$
107,945

 
$
124,465

 
$
113,926

Restructuring charges before income taxes
 
 
 
 
 
Europe
$
9,579

 
$
1,773

 
$
1,975

North America
1,617

 
1,359

 
8,889

All Other
633

 
349

 
1,410

Consolidated
$
11,829

 
$
3,481

 
$
12,274

 
 
 
 
 
 
 
 
 
 
 
 
 
2019
 
2018
 
2017
Depreciation and amortization
 
 
 
 
 
Europe
$
7,851

 
$
8,125

 
$
7,446

North America
6,429

 
6,228

 
5,745

All Other (1)
1,283

 
1,203

 
1,440

Consolidated
$
15,563

 
$
15,556

 
$
14,631

Net interest expense
 
 
 
 
 
Europe
$
368

 
$
225

 
$
229

North America
28,070

 
27,355

 
22,006

All Other
209

 
222

 
199

Consolidated
$
28,647

 
$
27,802

 
$
22,434

Operating income (loss)
 
 
 
 
 
Europe
$
36,174

 
$
32,673

 
$
33,160

North America
(7,592
)
 
(32,506
)
 
(36,992
)
All Other (1)
(26,576
)
 
(14,397
)
 
(23,733
)
Charge related to restructuring activities
(11,829
)
 
(3,481
)
 
(12,274
)
Asset write-off
(587
)
 
(583
)
 
(320
)
Consolidated operating loss
(10,410
)
 
(18,294
)
 
(40,159
)
Net gain (loss) on convertible derivatives
1,197

 
11,994

 
(3,657
)
Loss on debt extinguishment including debt finance charges and fees
(6,165
)
 

 

Net Interest expense
(28,647
)
 
(27,802
)
 
(22,434
)
Loss before income taxes
$
(44,025
)
 
$
(34,102
)
 
$
(66,250
)
Assets
 
 
 
 
 
Europe
$
602,471

 
$
611,230

 
$
646,085

North America (2)
212,733

 
242,341

 
388,021

All Other
36,922

 
32,284

 
31,927

Consolidated
$
852,126

 
$
885,855

 
$
1,066,033

Long-lived assets
 
 
 
 
 
Europe
$
408,847

 
$
407,021

 
$
430,998

North America (2)
79,369

 
77,009

 
173,578

All Other
8,033

 
4,415

 
4,543

Consolidated
$
496,249

 
$
488,445

 
$
609,119

Expenditures for assets
 
 
 
 
 
Europe
$
6,041

 
$
5,348

 
$
5,819

North America
3,679

 
3,648

 
7,755

All Other
1,154

 
827

 
995

Consolidated
$
10,874

 
$
9,823

 
$
14,569

   ________________________
(1) Consists of un-allocated corporate SG&A costs and intercompany profits, which do not meet the quantitative criteria for determining reportable segments.
(2) Total assets and long-lived assets materially impacted by change in the fair value of the company's convertible note hedge assets.


Net sales by product, are as follows (in thousands):
 
2019
 
2018
 
2017
Europe
 
 
 
 
 
Lifestyle
$
245,987

 
$
263,340

 
$
266,290

Mobility and Seating
249,144

 
252,997

 
225,909

Respiratory Therapy
19,258

 
23,736

 
26,261

Other(1)
18,659

 
18,445

 
16,866


$
533,048

 
$
558,518

 
$
535,326

North America
 
 
 
 
 
Lifestyle
$
173,039

 
$
172,622

 
$
179,563

Mobility and Seating
121,955

 
122,013

 
112,448

Respiratory Therapy
51,649

 
67,797

 
85,760

Other(1)
1,558

 
2,158

 
2,519


$
348,201

 
$
364,590

 
$
380,290

All Other (Asia Pacific)
 
 
 
 
 
Mobility and Seating
$
28,448

 
$
31,286

 
$
29,096

Lifestyle
10,831

 
10,829

 
14,003

Respiratory Therapy
1,283

 
1,330

 
1,640

Other(1)
6,153

 
5,794

 
6,142

 
$
46,715

 
$
49,239

 
$
50,881

 
 
 
 
 
 
Total Consolidated
$
927,964

 
$
972,347

 
$
966,497

   ________________________
(1)
Includes various services, including repair services, equipment rentals and external contracting.
 
No single customer accounted for more than 5.2% of the company's sales.
XML 175 R30.htm IDEA: XBRL DOCUMENT v3.20.1
Net Earnings (Loss) Per Common Share
12 Months Ended
Dec. 31, 2019
Earnings Per Share [Abstract]  
Net Earnings (Loss) Per Common Share
Net Loss Per Common Share

The following table sets forth the computation of basic and diluted net earnings (loss) per common share for the periods indicated.
 
2019
 
2018
 
2017
 
(In thousands, except per share data)
Basic
 
 
 
 
 
Average common shares outstanding
33,594

 
33,124

 
32,752

 
 
 
 
 
 
Net loss
$
(53,327
)
 
$
(43,922
)
 
$
(76,541
)
 
 
 
 
 
 
Net loss per common share
$
(1.59
)
 
$
(1.33
)
 
$
(2.34
)
 
 
 
 
 
 
Diluted
 
 
 
 
 
Average common shares outstanding
33,594

 
33,124

 
32,752

Stock options and awards
48

 
419

 
464

Average common shares assuming dilution
33,642

 
33,543

 
33,216

 
 
 
 
 
 
Net loss
$
(53,327
)
 
$
(43,922
)
 
$
(76,541
)
 
 
 
 
 
 
Net loss per common share *
$
(1.59
)
 
$
(1.33
)
 
$
(2.34
)


* Net earnings (loss) per share assuming dilution calculated utilizing weighted average shares outstanding - basic for the periods in which there was a net loss.

At December 31, 2019, 2018 and 2017, shares associated with stock options of 326,799, 333,899 and 801,992, respectively, were excluded from the average common shares assuming dilution, as they were anti-dilutive. At December 31, 2019, 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 price of $6.93 for 2019. In 2018, 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 price of $15.27 for 2018. In 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 price of $13.93 for 2017. For the 2019, 2018 and 2017 net loss per share from continuing operations calculation, all the shares associated with stock options were anti-dilutive because of the company's loss.
















For 2019, 2018 and 2016, 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.
XML 176 R13.htm IDEA: XBRL DOCUMENT v3.20.1
Other Current Assets
12 Months Ended
Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other Current Assets


Other current assets as of December 31, 2019 and 2018 consist of the following (in thousands):
 
2019
 
2018
Tax receivables principally value added taxes
$
16,049

 
$
16,372

Receivable due from information technology provider
6,262

 

Prepaid insurance
2,918

 
2,626

Service contracts
2,013

 
2,201

Prepaid social charges
1,216

 

Derivatives (foreign currency forward contracts)
838

 
1,020

Prepaid inventory
684

 
521

Recoverable income taxes
297

 
787

Prepaid debt fees
207

 
395

Prepaid and other current assets
7,425

 
7,141

Other Current Assets
$
37,909

 
$
31,063



In the fourth quarter of 2019, the company entered into an agreement with to outsource substantially all of the company’s information technology ("IT") business service activities, including, among other things, support, rationalization and upgrading of the company’s legacy information technology systems and implementation of a global enterprise resource planning system. The agreement provides for reimbursement by the IT provider of IT expenses incurred by the company which are shown as Receivable due from IT provider above. The amount of pass through charges will diminish as IT expenses are recorded directly by the IT provider. In addition, a corresponding current payable is due to the IT provider. See "Accrued Expenses" in the notes to the Consolidated Financial Statements included elsewhere in this report.











Regarding prepaid social charges, the company was in a liability position as of December 31, 2018.
XML 177 R17.htm IDEA: XBRL DOCUMENT v3.20.1
Goodwill
12 Months Ended
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill
Goodwill


The carrying amount of goodwill by reporting unit is as follows (in thousands):
 
Institutional
Products Group
 
Europe
 
Consolidated
Balance at December 31, 2017
$
28,730

 
$
372,553

 
$
401,283

Foreign currency translation adjustments
(1,353
)
 
(18,657
)
 
(20,010
)
Balance at December 31, 2018
27,377

 
353,896

 
381,273

Foreign currency translation adjustments
785

 
(8,655
)
 
(7,870
)
Balance at December 31, 2019
$
28,162

 
$
345,241

 
$
373,403



In accordance with Intangibles—Goodwill and Other, ASC 350, goodwill is reviewed for impairment. The company first estimates the fair value of each reporting unit and compares the calculated fair value to the carrying value of each reporting unit. A reporting unit is defined as an operating segment or one level below. The company has determined that its reporting units are North America / HME, Europe, Institutional Products Group and Asia Pacific.

The company completes its annual impairment tests in the fourth quarter of each year or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. To estimate the fair values of the reporting units, the company utilizes a discounted cash flow method model in which the company forecasts income statement and balance sheet amounts based on assumptions regarding future sales growth, profitability, inventory turns, days' sales outstanding, etc. to forecast future cash flows. The cash flows are discounted using a weighted average cost of capital discount rate where the cost of debt is based on quoted rates for 20-year debt of potential acquirer companies of similar credit risk and the cost of equity is based upon the 20-year treasury rate for the risk-free rate, a market risk premium, the industry average beta and a small cap stock adjustment. The discount rates used have a significant impact upon the discounted cash flow methodology utilized in the company's annual impairment testing as higher discount rates decrease the fair value estimates. The assumptions used are based on a market participant's point of view and yielded a discount rate of 11.88% in 2019 for the company's annual impairment analysis for the reporting units with goodwill compared to 12.41% in 2018 and 9.07% in 2017.

The company also utilizes an Enterprise Value (EV) to Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) Method to compute the fair value of its reporting units which considers potential acquirers and
their EV to EBITDA multiples adjusted by an estimated premium. While more weight is given to the discounted cash flow method, the EV to EBITDA Method does provide corroborative evidence of the reasonableness of the discounted cash flow method results.

While there was no indication of impairment in 2019 related to goodwill for the Europe or Institutional Products Group reporting units, a future potential impairment is possible for these reporting units should actual results differ materially from forecasted results used in the valuation analysis. Furthermore, the company's annual valuation of goodwill can differ materially if the market inputs used to determine the discount rate change significantly. For instance, higher interest rates or greater stock price volatility would increase the discount rate and thus increase the chance of impairment. In consideration of this potential, the company reviewed the results if the discount rate used were 100 basis points higher for the 2019 impairment analysis and determined that there still would not be an indicator of potential impairment for the Europe or Institutional Products Group reporting units.
As part of the company's review of goodwill for impairment, the company also considers the potential for impairment of any other assets. See Intangibles in the Notes to the Consolidated Financial Statements for a description of any intangible impairments.
The change in goodwill from December 31, 2018 to December 31, 2019 was due to foreign currency translation. As part of the company's realignment of its reportable and operating segments in the first quarter of 2019, the company considered whether the reporting units used for purposes of assessing impairment of goodwill should be changed and concluded that no changes were necessary.

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