-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SDG7nMw8mEiK+oPDXHOK0b0DiYHhmzpdiEvC4eF1FHScHL/EKna65ulIXcjgSP52 PGI0Rd/sAejF/aZ/SnFc2A== 0000950117-96-001054.txt : 19960903 0000950117-96-001054.hdr.sgml : 19960903 ACCESSION NUMBER: 0000950117-96-001054 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960731 FILED AS OF DATE: 19960830 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER COMPANIES INC CENTRAL INDEX KEY: 0000711404 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 942657368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08597 FILM NUMBER: 96624809 BUSINESS ADDRESS: STREET 1: 6140 STONERIDGE MALL RD STREET 2: STE 590 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 5104603600 FORMER COMPANY: FORMER CONFORMED NAME: COOPERVISION INC DATE OF NAME CHANGE: 19870701 10-Q 1 THE COOPER COMPANIES, INC. 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarterly Period Ended July 31, 1996 ( ) 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 1-8597 The Cooper Companies, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 94-2657368 - -------------------------------- ---------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) 6140 Stoneridge Mall Rd., Suite 590, Pleasanton, CA 94588 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (510) 460-3600 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- Indicate the number of shares outstanding of each of issuer's classes of common stock, as of the latest practicable date. Common Stock, $.10 par value 11,661,833 Shares - -------------------------------------- --------------------------------- Class Outstanding at August 28, 1996 THE COOPER COMPANIES, INC. AND SUBSIDIARIES INDEX Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Statement of Income - Three and Nine Months Ended July 31, 1996 and 1995 3 Consolidated Condensed Balance Sheet - July 31, 1996 and October 31, 1995 4 Consolidated Condensed Statement of Cash Flows - Nine Months Ended July 31, 1996 and 1995 5 Notes to Consolidated Condensed Financial Statements 6 - 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 14 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 15 Signature 16 Index of Exhibits 2 PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS THE COOPER COMPANIES, INC. AND SUBSIDIARIES Consolidated Condensed Statement of Income (In thousands, except per share figures) (Unaudited)
Three Months Ended Nine Months Ended July 31, July 31, ----------------------- ------------------------ 1996 1995 1996 1995 ---- ---- ---- ---- Net sales of products $18,001 $14,751 $47,339 $40,323 Net service revenue 10,870 10,498 30,556 31,930 ------- ------- ------- ------- Net operating revenue 28,871 25,249 77,895 72,253 ------- ------- ------- ------- Cost of products sold 5,507 4,628 14,252 12,939 Cost of services provided 10,027 10,110 29,164 30,477 Selling, general and admin- istrative expense 7,283 6,744 21,627 20,275 Research and development expense 294 632 887 2,507 Amortization of intangibles 286 211 717 633 ------- ------- ------- ------- Income from operations 5,474 2,924 11,248 5,422 ------- ------- ------- ------- Credits from settlements of disputes, net - 1,031 223 1,499 Interest expense 1,403 1,192 3,965 3,472 Other income, net 2 142 184 442 ------- ------- ------- ------- Income before income taxes 4,073 2,905 7,690 3,891 Provision for (benefit of) income taxes (596) 85 (440) 191 ------- ------- ------- ------- Net income $ 4,669 $ 2,820 $ 8,130 $ 3,700 ======= ======= ======= ======= Earnings per share $ 0.40 $ 0.24 $ 0.69 $ 0.32 ======= ======= ======= ======= Average number of common shares used to compute earnings per share 11,793 11,589 11,741 11,580 ======= ======= ======= =======
See accompanying notes. 3 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Consolidated Condensed Balance Sheet (In thousands) (Unaudited)
July 31, October 31, 1996 1995 --------- ------------- ASSETS Current assets: Cash and cash equivalents $ 3,143 $ 11,207 Trade receivables, net 21,519 17,717 Inventories 10,196 9,570 Other current assets 2,685 2,734 -------- -------- Total current assets 37,543 41,228 -------- -------- Property, plant and equipment at cost 48,282 46,597 Less, accumulated depreciation and amortization 14,112 12,535 -------- -------- 34,170 34,062 -------- -------- Goodwill and other intangibles, net 21,676 14,933 Other assets 1,570 1,769 -------- -------- $ 94,959 $ 91,992 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Borrowings under line of credit $ 845 $ 1,025 Current installments of long-term debt 794 2,288 Accounts payable 8,809 5,730 Employee compensation, benefits and severance 5,150 6,978 Other accrued liabilities 8,920 13,596 Income taxes payable 9,433 9,996 -------- -------- Total current liabilities 33,951 39,613 -------- -------- Long-term debt 48,136 43,490 Other noncurrent liabilities 6,362 10,638 -------- -------- Total liabilities 88,449 93,741 -------- -------- Stockholders' equity (deficit): Common stock, $.10 par value 1,166 1,158 Additional paid-in capital 183,977 183,840 Translation adjustments (349) (333) Accumulated deficit (178,284) (186,414) -------- -------- Total stockholders' equity (deficit) 6,510 ( 1,749) -------- -------- $ 94,959 $ 91,992 ========= =========
See accompanying notes. 4 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Consolidated Condensed Statement of Cash Flows (In thousands) (Unaudited)
Nine Months Ended July 31, 1996 1995 ---------- --------- Net cash used by operating activities $ (2,094) $ (1,651) -------- -------- Cash flows from investing activities: Sales of assets and businesses 58 145 Acquisitions (3,796) (614) Proceeds from Progressions Settlement, recorded as a reduction to goodwill 224 - Sales of temporary investments 31 37 Purchases of property, plant and equipment (1,958) (1,450) -------- -------- Net cash used by investing activities (5,441) (1,882) -------- -------- Cash flows from financing activities: Proceeds from (repayments of) line of credit, net (180) 2,885 Proceeds from long-term note 1,320 - Payments of current installments of long-term debt (1,768) (960) Proceeds from restricted stock and exercise of warrants and options 99 74 -------- -------- Net cash provided (used) by financing activities (529) 1,999 -------- -------- Net decrease in cash and cash equivalents (8,064) (1,534) Cash and cash equivalents - beginning of period 11,207 10,320 -------- -------- Cash and cash equivalents - end of period $ 3,143 $ 8,786 ======== ======== Cash paid for: Interest $ 3,393 $ 3,237 ======== ======== Income taxes $ 123 $ 230 ======== ========
Supplemental schedule of noncash investing and financing activities: In April 1996, the Company purchased certain assets and assumed certain liabilities of Unimar, Inc., by paying $4 million in cash and issuing $4 million of notes for the balance. See accompanying notes. 5 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements (Unaudited) Note 1. General The Cooper Companies, Inc., (together with its subsidiaries, the "Company") develops, manufactures and markets healthcare products, including a range of contact lenses and diagnostic and surgical instruments and accessories. The Company also provides healthcare services through the ownership of psychiatric facilities, by providing outpatient and other ancillary services and, through May 1995, managing other psychiatric facilities. During interim periods, the Company follows the accounting policies set forth in its Annual Report on Form 10-K filed with the Securities and Exchange Commission. Readers are encouraged to refer to the Company's Form 10-K for the fiscal year ended October 31, 1995 when reviewing this Form 10-Q. Quarterly results reported herein are not necessarily indicative of results to be expected for other quarters. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments necessary to present fairly the Company's consolidated financial position as of July 31, 1996 and October 31, 1995 and the consolidated results of its operations for the three- and nine-month periods ended July 31, 1996 and 1995, and its consolidated cash flows for the nine months ended July 31, 1996 and 1995. With the exception of certain adjustments discussed in Part I, Item 2 under "Selling, General and Administrative Expense," Settlement of Disputes, Net" and "Provision For (Benefit of) Income Taxes" such adjustments consist only of normal and recurring adjustments. Note 2. Inventories Inventories are stated at the lower of cost, determined on a first in, first out or average cost basis, or market. The components of inventories are as follows:
July 31, October 31, 1996 1995 --------- ------------ (In thousands) Raw materials $ 2,132 $ 2,212 Work-in-process 1,028 1,114 Finished goods 7,036 6,244 ------- ------- $10,196 $ 9,570 ======= =======
6 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements (Unaudited) Note 3. Long-Term Debt Long-term debt consists of the following:
July 31, October 31, 1996 1995 --------- ----------- (In thousands) 10% Senior Subordinated Secured Notes due 2003 $24,412 $24,816 10-5/8% Convertible Sub- ordinated Reset Debentures due 2005 9,219 9,215 HGA term loan 10,842 9,889 HGA Industrial Revenue Bonds - 1,458 12% Notes for Unimar Acquisition due April 1999 ("Unimar Notes") 4,000 - Capitalized leases 457 400 ------- ------- 48,930 45,778 Less, current installments 794 2,288 ------- ------- $48,136 $43,490 ======= =======
The outstanding principle of the HGA Industrial Revenue Bonds of $1.3 million was repaid on December 29, 1995, and the amount was rolled into the HGA loan due August 1997. In April 1999, the Company may, at its option, extinguish $800,000 principal amount of Unimar Notes plus unpaid interest by issuing shares of its common stock valued at the then fair market value per share. The Company is currently finalizing documentation with its lender to amend the provisions of the HGA term loan. (See Item 2 herein under Capital Resources and Liquidity.) Note 4. Acquisitions In April 1996, the Company acquired Unimar, Inc., a leading provider of specialized disposable medical devices for gynecology, for $8 million in cash and notes. Sales of Unimar products totaling $1.9 million were included in the Company's results for the nine months ended July 31, 1996. Goodwill on the purchase has initially been recorded in the amount of $7.5 million, which is being amortized over 20 years. As part of the acquisition, the Company granted a warrant to purchase 83,333 shares of the Company's common stock at $11.375 per share. The exercisable period of the warrant is from April 11, 1999 to June 10, 1999. The number of shares and the exercise price per share are subject to adjustment as provided in the warrant. 7 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations References to Note numbers below are references to the Notes to Consolidated Condensed Financial Statements of the Company located in Item 1. herein. Results of Operations Three and Nine Months Ended July 31, 1996 Compared with Three and Nine Months Ended July 31, 1995. Net Sales of Products: Net sales of products increased by $3.3 million or 22% and $7.0 million or 17% for the three and nine months ended July 31, 1996, respectively.
(Dollars in 000's) Three Months Ended Nine Months Ended July 31, July 31, ----------------------------------- ----------------------------------- 1996 1995 % Increase 1996 1995 % Increase ---- ---- ---------- ---- ---- ----------- CVI* $12,963 $11,481 13% $35,191 $30,833 14% CSI** 5,038 3,270 54% 12,148 9,474 28% CVP*** - - N/A - 16 N/A ------- ------- ------- ------- $18,001 $14,751 22% $47,339 $40,323 17% ======= ======= ======= =======
* CVI = CooperVision, Inc. ** CSI = CooperSurgical, Inc. *** CVP = CooperVision Pharmaceuticals, Inc. Net sales of CVI increased both domestically and in Canada. The primary contributors to the growth included increased sales of the Preference'r' spherical and Preference Toric'tm' product lines, which grew approximately 89% in the aggregate over the comparable nine-month period. Sales of toric lenses to correct astigmatism, CVI's leading product group, have grown by 35% year to year and now account for approximately one-half of its sales. CVI recently announced plans to double the capacity of its Scottsville, New York, facility, where Preference Toric'tm' lenses are manufactured. These increases were partially offset by anticipated decreases in sales of more mature product lines. Net sales of CSI increased 28% in the first nine months of fiscal 1996 vs. the first nine months of fiscal 1995. Its gynecology product lines (which include LEEP'tm' instruments) grew by approximately 43%. The increase was primarily due to increases in sales of LEEP'tm' instruments which grew 10% and sales of Unimar and Blairden products which were acquired in April 1996 and June 1995, respectively. The increased sales of gynecology products were partially offset by reduced sales of nonstrategic products. CSI's sales mix continued to shift toward its gynecology product line, which now accounts for approximately 90% of its sales. 8 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Net Service Revenue: Hospital Group of America, Inc.'s ("HGA") net service revenue consists of the following:
(Dollars in 000's) Three Months Ended Nine Months Ended July 31, July 31, ----------------------------------- ---------------------------------- % Incr. % Incr. 1996 1995 (Decrease) 1996 1995 (Decrease) ---- ---- --------- ---- ---- --------- Net patient revenue $10,870 $10,347 5% $30,556 $30,779 (1%) Management fees - 151 - - 1,151 - ------- ------- ------- ------- $10,870 $10,498 4% $30,556 $31,930 (4%) ======= ======= ======= =======
Net patient revenue increased by $523 thousand, or 5%, in the third quarter 1996 vs. the third quarter 1995 and was virtually flat for the comparable nine-month periods. Revenue continues to be pressured by the current industry trend towards increased managed care, which results in decreased daily rates and declines in average lengths of stay. Management has mitigated those pressures by increasing the number of admissions to its hospitals, and by increasing outpatient and other ancillary services. Late in the first quarter 1996, a transition of the medical staff began at Hampton Hospital as a result of the settlement of a dispute with a physician group that formerly staffed it. Before the changeover period, Hampton's revenue declined significantly. In the second and third quarters of fiscal 1996, revenue at Hampton has improved from the comparable periods in fiscal 1995. Management fees in 1995 resulted from a contract to manage three psychiatric facilities. The contract expired in May 1995. Cost of Products Sold: Gross profit (net sales of products less cost of products sold) as a percentage of net sales of products ("margin") was as follows:
Margin % Margin % Three Months Ended Nine Months Ended July 31, July 31, -------------------- ------------------ 1996 1995 1996 1995 ---- ---- ---- ---- CVI 77 73 76 73 CSI 51 53 51 52 Consolidated 69 69 70 68
Margin for CVI has increased due to production efficiencies, including those associated with higher production volumes, and a favorable product mix, reflecting the growth in sales of toric contact lenses, which have higher margins. Margin at CSI for the 9 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations third quarter of 1996 was softened by the inclusion of sales of Unimar products, which initially are generating lower margins. The Company expects that margins on Unimar products will improve in the future, as production efficiencies are implemented. Cost of Services Provided: Cost of services provided represents all of the costs (other than financing costs and amortization of intangibles) incurred by HGA in generating net service revenue. The result of subtracting cost of services provided from net service revenue is a profit of $843 thousand, or 8%, of net service revenue in the third quarter of 1996 and $1.4 million, or 5%, in the first nine months of 1996. The corresponding profits were $388 thousand, or 4% of net service revenue, and $1.5 million, or 5%, in the three- and nine-month periods ended July 31, 1995, respectively. The flat percentage of profit for the nine months ended July 31, 1996, consists of a reduction in revenue explained above, partially offset by a $1.3 million reduction in cost of services provided. Selling, General and Administrative Expense: Selling, general and administrative (SG&A) expenses by business unit and corporate were as follows:
(Dollars in 000's) Three Months Ended Nine Months Ended July 31, July 31, ----------------------------- --------------------------------- % Incr. % Incr. 1996 1995 (Decr.) 1996 1995 (Decr.) ---- ---- ------- ---- ---- ------ CVI $ 4,051 $ 4,010 1% $12,567 $11,828 6% CSI 1,804 1,453 24% 4,518 4,132 9% CVP - 27 N/A - 64 N/A Corporate/ Other 1,428 1,254 14% 4,542 4,251 7% ------- ------- ------- ------- $ 7,283 $ 6,744 8% $21,627 $20,275 7% ======= ======= ======= =======
SG&A for the three- and nine-month periods has increased 8% and 7% from the prior year's three- and nine-month periods, respectively, largely as a result of the higher costs associated with higher sales of products, including incremental costs in 1996 associated with the newly acquired Unimar business. In addition, the Company incurred nonrecurring SG&A charges for severance and similar items in the third quarter of 1996 in the amount of approximately $250 thousand. The effect of these increases was partially mitigated by credits recorded to SG&A in the third quarter of 1996 by CVI and Corporate in the amounts of $200 thousand and $300 thousand, respectively. The credits resulted from decreases to certain accruals for product liability no longer required. 10 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Research and Development Expense: Research and development expense was $294 thousand and $887 thousand for the three and nine months ended July 31, 1996, respectively. The comparable prior year research and development expense was $632 thousand and $2.5 million, respectively. The decreases are primarily attributable to the Company's decision to discontinue development activity related to CVP's calcium channel blocker, CalOptic(tm). A $389 thousand decrease at CSI over the comparable nine-month periods is primarily related to the discontinuation in May 1995 of the development and evaluation of a thermal endometrial ablation technology. The Company currently anticipates that the level of spending on research and development has stabilized. The Company focuses on acquiring products which will be marketable immediately or in the short-term, rather than funding longer-term, higher risk research and development projects. Income From Operations: As a result of the variances discussed above, income from operations improved by $2.6 million or 87% and $5.8 million or 107% for the three and nine months, respectively. Income (loss) from operations by business unit and corporate was as follows:
(Dollars in 000's) Three Months Ended Nine Months Ended July 31, July 31, ----------------------------- ---------------------------------- Incr. Incr. 1996 1995 (Decr.) 1996 1995 (Decr.) ---- ---- ------- ---- ---- ------- CVI $ 5,625 $ 4,078 $ 1,547 $13,505 $ 9,738 $ 3,767 CVP (6) (343) 337 (17) (1,226) 1,209 CSI 491 106 385 1,064 (138) 1,202 HGA 792 336 456 1,238 1,292 (54) Corporate/ Other (1,428) (1,253) (175) (4,542) (4,244) (298) ------ ------ ---- ------ ------ ---- $ 5,474 $ 2,924 $ 2,550 $11,248 $ 5,422 $ 5,826 ======= ======= ======= ======= ======= =======
Settlement of Disputes: In the first nine months of 1996, the Company recorded a credit to income of $223 thousand related to the agreement which settled cross claims between HGA and Progressions Health Systems, Inc. ("Progressions") related to purchase price adjustments (which were credited to goodwill) and other disputes. Pursuant to this agreement, HGA received $447 thousand in the first nine months of 1996 of which $223 thousand has been credited to settlement of disputes. In the first nine months of 1995, the Company recorded a credit of $1.5 million resulting from 1) adjustments to certain estimated accruals for disputes no longer required and 2) the receipt of a payment of approximately $900 thousand from one of its insurers settling a claim for litigation expenses and settlements of litigation involving previous management of the Company and 3) the recording of a portion of the settlement of certain other disputes. 11 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Interest Expense: The increase in interest expense for the three- and nine-month periods ended July 31, 1996 over the comparable 1995 periods is primarily related to: 1. Interest on the line of credit at CVI on which the Company did not draw funds until the second quarter of 1995; and 2. Accreted interest related to the settlement of a dispute. Provision for (Benefit of) Income Taxes: Tax provisions for all periods presented reflect primarily state income and franchise taxes. The net benefit of $596 thousand for the third quarter of fiscal 1996 includes a benefit of $615 thousand related to the reversal of tax accruals no longer required as a result of the successful resolution of a state tax dispute. Earnings Per Share: Earnings per share are based on the weighted average number of common and common equivalent shares outstanding during the respective periods. Capital Resources & Liquidity The Company's financial strength is continuing to improve significantly. Through the first nine months of fiscal 1996, the Company has generated $11.2 million of operating income (more than twice the amount generated in the comparable 1995 period) and improved shareholders' equity by $8.3 million to $6.5 million from a deficit of $1.7 million. In addition, the Company is finalizing documentation with its lender to amend its $11 million of HGA debt. Among other things, the Company expects that the interest rate on this debt will be reduced by two percentage points effective at the beginning of fiscal 1997. A rate reduction of one percentage point has also been effected under CooperVision's $8 million line of credit, which, at July 31, 1996, had $845 thousand in advances outstanding. Operating cash flow has improved steadily following the first quarter's traditionally low levels: Operating cash flow (000's) Fiscal quarter ended: January 31, 1996 $(7,834) April 30, 1996 476 July 31, 1996 5,264 ------- Nine month to July 31, 1996 $(2,094) ======= The primary uses of cash in operating activities during the nine-month period included net payments of $4.9 million associated with the settlement of certain disputes, payments totaling $2.0 million 12 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations to fund fiscal 1995 entitlements under the Company's annual bonus plans and increased investments in receivables and inventory of approximately $3.3 million in the aggregate. Of the $3.0 million increase in receivables, $2.0 million occurred at HGA. A shift in payor mix resulted in a larger percentage of revenue being generated from typically slower-paying state agencies. Approximately $859 thousand has been paid in the first nine months of 1996 related to restructuring costs accrued in fiscal 1995. The $278 thousand increase in inventory, which occurred primarily at CVI, was required to provide adequate inventory levels for anticipated increased sales of existing products in succeeding quarters and the future launch of new products. The Company acquired Unimar, Inc. in April 1996 for $8 million in cash and notes. Net cash of $3.6 million was invested, and $4 million of notes due in three years bearing interest of 12% were issued. The cash was obtained through cash on hand and a draw down on the line of credit. The Unimar product line contributed revenue of $1.9 million since being acquired in mid-April 1996. The Company currently anticipates that operating cash flows of its existing businesses will be positive for the remaining three months of fiscal 1996, and that cash requirements for operating activities and the repayment of the line of credit will be met through cash generated by its established operating businesses. The Company is evaluating other acquisition opportunities which, if consummated, would be funded by a combination of cash then on hand, financing vehicles now in place and other methods of raising additional capital, currently being explored. Fiscal Year 1996 Business Outlook: The following statements and any mention of them above are based on current expectations that contain a number of risks and uncertainties. These statements are forward-looking and actual results may differ materially. Factors that could cause or contribute to such differences include: major changes in business conditions and the economy in general, new competitive inroads, changes in governmental medical reimbursement programs, unforeseen litigation, changes in interest rates, any decision to divest certain businesses and the cost of acquisition activity, particularly in the event of a large acquisition that is not ultimately completed. The Company anticipates that its earnings per share for fiscal 1996 will range from $1.30 to $1.35 per share, which includes an anticipated beneficial effect of a deferred tax benefit of 30 cents per share (assuming it achieves its current projection for earnings before taxes), and its revenue will achieve double-digit growth based mainly on these expectations: CooperVision sales will grow at mid-teens percentages during fiscal 1996 as it continues to gain significant market share in the toric segment of the global contact lens market. 13 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations CooperSurgical will benefit from its second quarter of 1996 acquisition of Unimar, and income from operations will reach 10% of sales in the combined businesses for the full year. HGA will outperform its 1995 operating results based on the turnaround at Hampton Hospital and the addition of its new outpatient clinics. 14 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description ------ ----------- 11 Calculation of Earnings Per Share. 27 Financial Data Schedule. (b) The Company filed the following report on Form 8-K during the period from February 1, 1996 to April 30, 1996. Date of Report Item Reported - --------- ------------- May 30, 1996 Item 5. Other Events. June 28, 1996 Item 5. Other Events. 15 SIGNATURE Pursuant to the requirements 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. The Cooper Companies, Inc. ------------------------------------ (Registrant) Date: August 30, 1996 /s/ Robert S. Weiss ------------------------------------ Executive Vice President, Treasurer and Chief Financial Officer 16 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Index of Exhibits Exhibit No. Page No. - ---------- ------- 11 Calculation of Earnings Per Share. 27 Financial Data Schedule. 17 STATEMENT OF DIFFERENCES The registered mark symbol shall be expressed as ......... 'r' The trademark symbol shall be expressed as ............... 'tm' EX-11 2 EXHIBIT 11 Exhibit 11 THE COOPER COMPANIES, INC. AND SUBSIDIARIES Calculation of Earnings Per Share (In thousands, except per share figures) (Unaudited)
Three Months Ended Nine Months Ended July 31, July 31, ------------------- ----------------- 1996 1995 1996 1995 ---- ---- ---- ---- Primary: - --------- Net income $ 4,669 $ 2,820 $ 8,130 $ 3,700 ======== ======== ======== ======== Weighted average number of common shares outstanding 11,657 11,385 11,639 11,373 Contingently issuable shares 136 204 102 207 -------- -------- -------- -------- Weighted average number of common and common equivalent shares outstanding for earnings per share 11,793 11,589 11,741 11,580 ======== ======== ======== ======== Earnings per share $ .40 $ .24 $ .69 $ .32 ======== ======== ======== ======== Fully Diluted: - -------------- Net income $ 4,669 $ 2,820 $ 8,130 $ 3,700 ======== ======== ======== ======== Weighted average number of common shares outstanding 11,657 11,385 11,639 11,373 Contingently issuable shares 168 276 154 207 -------- -------- -------- -------- Weighted average number of common and common equivalent shares outstanding for earnings per share 11,825 11,661 11,793 11,580 ======== ======== ======== ======== Earnings per share $ .39 $ .24 $ .69 $ .32 ======== ======== ======== ========
18 EX-27 3 EXHIBIT 27
5 1,000 9-MOS OCT-31-1996 NOV-01-1995 JUL-31-1996 3,143 0 23,646 2,127 10,196 37,543 48,282 14,112 94,959 33,951 48,136 1,166 0 0 5,344 94,959 47,339 77,895 14,252 43,416 0 0 3,965 7,690 (440) 8,130 0 0 0 8,130 .69 .69 -----END PRIVACY-ENHANCED MESSAGE-----