<PAGE>
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 January 31, 1994
( ) 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)
<TABLE>
<S> <C>
Delaware 94-2657368
- --------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
<TABLE>
<S> <C>
One Bridge Plaza, Fort Lee, New Jersey 07024
- ------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
<TABLE>
<S> <C>
250 Park Avenue, New York, New York 10177
- ------------------------------------------------------------------
(Former address of principal executive offices (Zip Code)
</TABLE>
Registrant's telephone number, including area code (201) 585-5100
Indicate by check mark whether the registrant (1) has filled 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.
<TABLE>
<S> <C>
Common Stock, $.10 par value 30,129,125 Shares
- ------------------------------- --------------------------------
Class Outstanding at February 28, 1994
</TABLE>
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheet -
January 31, 1994 and October 31, 1993 3
Consolidated Condensed Statement of
Operations - Three Months Ended
January 31, 1994 and 1993 4
Consolidated Condensed Statement
of Cash Flows-
Three Months Ended January
31, 1994 and 1993 5
Notes to Consolidated Condensed
Financial Statements 6 - 13
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 14 - 19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 20 - 21
Item 2. Changes in Securities 21 - 25
Item 6. Exhibits and Reports on Form 8-K 25
Signature 26
Index of Exhibits
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheet
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
January 31, October 31,
1994 1993
----------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,861 $ 10,113
Restricted cash 110 306
Temporary investments 5,442 6,438
Receivables:
Trade and patient accounts, net 16,545 14,298
Other 532 2,821
--------- ---------
17,077 17,119
--------- ---------
Inventories 14,099 14,987
Other current assets 2,213 2,912
--------- ---------
Total current assets 44,802 51,875
--------- ---------
Property, plant and equipment at cost 44,771 48,294
Less, accumulated depreciation and amortization 8,588 8,399
--------- ---------
36,183 39,895
--------- ---------
Intangibles, net:
Excess of cost over net assets acquired 14,528 14,661
Other 1,514 1,624
--------- ---------
16,042 16,285
--------- ---------
Other assets 1,434 1,469
--------- ---------
$ 98,461 $ 109,524
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current installments of long-term debt:
10 5/8% Convertible Subordinated Reset
Debentures due 2005 $ -- $ 4,350
Other 1,507 1,499
--------- ---------
1,507 5,849
--------- ---------
Accounts payable 3,159 4,269
Employee compensation, benefits and severance 5,961 5,961
Other accrued liabilities 22,202 21,079
Income taxes payable 14,892 14,837
--------- ---------
Total current liabilities 47,721 51,995
--------- ---------
Long-term debt:
10% Senior Subordinated Secured Notes due 2003 25,901 --
10-5/8% Convertible Subordinated Reset Debentures
due 2005 9,207 34,647
Other, less current installments 12,609 13,430
--------- ---------
47,717 48,077
--------- ---------
Other noncurrent liabilities 7,750 9,000
--------- ---------
Total liabilities 103,188 109,072
--------- ---------
Commitments and Contingencies (See Note 3)
Stockholders' equity (deficit):
Series B preferred stock, $.10 par value -- --
Common stock, $.10 par value 3,013 3,013
Additional paid-in capital 179,810 179,810
Translation adjustments (268) (223)
Accumulated deficit (186,893) (181,743)
Unamortized restricted stock award compensation (389) (405)
--------- ---------
Total stockholders' equity (deficit) (4,727) 452
--------- ---------
$ 98,461 $ 109,524
--------- ---------
--------- ---------
</TABLE>
See accompanying notes.
3
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statement of Operations
(In thousands, expect per share figures)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
January 31,
1994 1993
------- -------
<S> <C> <C>
Net service revenue $11,031 $12,428
Net sales of products 11,876 9,932
------- -------
Net operating revenue 22,907 22,360
------- -------
Cost of services provided 9,839 10,987
Cost of products sold 4,125 3,830
Research and development expense 1,156 714
Selling, general and administrative expense 8,764 11,501
Settlement of disputes 1,950 --
Debt restructuring costs 429 --
Amortization of intangibles 210 184
Investment income (loss), net (351) 3,677
Gain on sales of assets and businesses, net 214 --
Other income, net 35 245
Interest expense 1,402 1,634
------- -------
Loss before income taxes and extraordinary item (5,070) (2,568)
Provision for income taxes 80 116
------- -------
Loss before extraordinary item (5,150) (2,684)
Extraordinary item -- 924
------- -------
Net loss (5,150) (1,760)
Dividend requirements on Senior Exchangeable
Redeemable Restricted Voting Preferred Stock -- (160)
------- -------
Net loss applicable to common stock $(5,150) $(1,920)
------- -------
------- -------
Net income (loss) per common share:
Loss before extraordinary item $ (0.17) $ (0.09)
Extraordinary item -- 0.03
------- -------
Net income (loss) per common share $ (0.17) $ (0.06)
------- -------
------- -------
Average number of common shares outstanding 30,410 30,189
------- -------
------- -------
</TABLE>
See accompanying notes.
4
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statement of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
January 31,
1994 1993
---------- ----------
<S> <C> <C>
Net cash used by operating activities $( 3,375) $( 14,408)
---------- ----------
Cash flows from investing activities:
Cash from sales of assets and businesses
(including releases of cash from escrow) 2,622 750
Sales of temporary investments 2,051 13,677
Purchases of temporary investments -- ( 293)
Purchases of property, plant and equipment ( 144) ( 340)
---------- ----------
Net cash provided by investing activities 4,529 13,794
---------- ----------
Cash flows from financing activities:
Payments associated with the Exchange Offer
and Consent Solicitation including debt
restructuring costs ( 5,043) --
Purchase of the Company's 10 5/8% Debentures -- ( 3,861)
Payments of notes payable related to acquisition -- ( 400)
Payments of current installments of long-term debt ( 363) ( 2,666)
---------- ----------
Net cash used by financing activities ( 5,406) ( 6,927)
---------- ----------
Net decrease in cash and cash equivalents ( 4,252) ( 7,541)
Cash and cash equivalents--beginning of period 10,113 38,078
---------- ----------
Cash and cash equivalents--end of period $ 5,861 $ 30,537
---------- ----------
---------- ----------
Cash paid for:
Interest $ 407 $ 681
---------- ----------
---------- ----------
Income taxes $ 25 $ 92
---------- ----------
---------- ----------
Significant non-cash transactions:
Pay-in-kind stock dividends on Senior
Exchangeable Restricted Voting Preferred
Stock $ -- $ 160
---------- ----------
---------- ----------
</TABLE>
See accompanying notes.
5
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
Note 1. General
The Cooper Companies, Inc. and its subsidiaries (the "Company") develop,
manufacture and market healthcare products, including a range of hard and
soft daily, flexible and extended wear contact lenses, ophthalmic pharmaceutical
products and diagnostic and surgical instruments. The Company also provides
healthcare services through the ownership and operation of certain psychiatric
facilities and management of other such 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 (the "SEC"). Readers are encouraged to refer to the footnotes
contained in the Company's Report on Form 10-K when reviewing interim
financial results.
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 January 31, 1994 and October
31, 1993 and the consolidated results of its operations and its consolidated
cash flows for the three months ended January 31, 1994 and 1993. With the
exception of certain adjustments discussed in Part I, Item 2 under "Settlement
of Disputes," such adjustments consist of only normal and recurring adjustments.
Certain reclassifications have been applied to prior period financial
statements to conform such statements to the current period's presentation.
None of such reclassifications had any impact on net loss.
Note 2. Exchange Offer and Consent Solicitation
On January 6, 1994, the Company consummated an Exchange Offer and Consent
Solicitation in which it issued approximately $22,000,000 of 10% Senior
Subordinated Secured Notes due 2003 (the "Notes") and paid approximately
$4,350,000 in cash ($725 principal amount of Notes and $145 in cash for each
$1,000 principal amount of 10 5/8% Convertible Subordinated Reset Debentures
due 2005 (the "Debentures") in exchange for approximately $30,000,000 aggregate
principal amount of Debentures (out of $39,384,000 aggregate principal amount
then outstanding). The Company also obtained, pursuant to the Exchange Offer
and Consent Solicitation, consents of the holders of Debentures to (i) certain
proposed amendments to the indenture to the Debentures (the "Indenture") and
(ii) a waiver of any defaults under the Indenture.
Following the exchange, approximately $9,400,000 aggregate principal amount of
Debentures remain outstanding. See Part II, Item 2 for a summary of changes
to the Indenture.
On January 6, 1994, after receiving consents from holders of a majority of the
outstanding principal amount of Debentures not owned by the Company or its
affiliates, the Company and the Trustee under the Indenture executed the Second
Supplemental Indenture effecting the proposed amendments, which eliminated or
modified various covenants in the Indenture.
The consummation of the Exchange Offer and Consent Solicitation also satisfied a
condition of an agreement reached in September 1993 between the Company and
Medical Engineering Corporation ("MEC") limiting the Company's liability with
respect to breast implant litigation. Such condition would have allowed MEC to
terminate the agreement if the Exchange Offer and Consent Solicitation (or an
alternative restructuring of the Debentures) was not completed by
February 1, 1994.
6
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
The Notes bear interest from September 1, 1993 at a rate equal to 10% per annum.
(Interest accrued from September 1, 1993 was not paid on Debentures tendered and
accepted pursuant to the Exchange Offer and Consent Solicitation.) Interest on
the Notes is payable quarterly on each March 1, June 1, September 1 and
December 1, commencing March 1, 1994. The Notes are redeemable solely at the
option of the Company, in whole or in part, at any time, at a redemption price
equal to 100% of their principal amount, together with accrued and unpaid
interest thereon to the redemption date. The Company is not required to effect
any mandatory redemptions or make any sinking fund payments with respect to the
Notes, except in connection with certain sales or other dispositions of, or
certain financings secured by, the collateral securing the Notes. Pursuant to
a pledge agreement dated as of January 6, 1994, between the Company and the
trustee for the holders of the Notes, the Company has pledged a first priority
security interest in all of its right, title and interest in stock of its
subsidiaries Hospital Group of America, Inc. ("HGA") and
CooperSurgical, Inc. ("CooperSurgical"), all additional shares of stock of,
or other equity interests in HGA and CooperSurgical from time to time acquired
by the Company, all intercompany indebtedness of HGA and CooperSurgical from
time to time held by the Company, and except as set forth in the indenture
governing the Notes, the proceeds received from the sale or disposition of
any or all of the foregoing. A full
description of the pledge agreement and terms of the indenture governing the
Notes is included in the Company's Amended and Restated Offer to Exchange
and Consent Solicitation filed with the SEC on December 15, 1993.
The Exchange Offer and Consent Solicitation has been accounted for in accordance
with Statement of Financial Accounting Standards No. 15 "Accounting by Debtors
and Creditors for Troubled Debt Restructurings." Consequently, the difference
between the carrying value of the Debentures exchanged less the face value of
the Notes issued and the aggregate cash payment for the Debentures is recorded
as a deferred premium aggregating approximately $4,000,000 as of the date of the
Exchange. The Company will recognize the benefit of the deferred premium
prospectively as a reduction to the effective interest rate on the Notes over
the life of the issue.
In addition, the Company recorded a charge of $2,131,000 in the fourth quarter
of 1993 and an additional charge of $429,000 in the first quarter of 1994
for costs related to the Exchange Offer and Consent Solicitation.
Note 3. Legal Proceedings
On November 10, 1992, the Company was charged in an indictment (the
"Indictment"), filed in the United States District Court for the Southern
District of New York, with violating federal criminal laws relating to a
"trading scheme" by Gary A. Singer, a former Co-Chairman of the Company
(who went on a leave of absence on May 28, 1992,
begun at the Company's request, and who subsequently resigned on
January 20, 1994), and others, including G. Albert Griggs, Jr., a former
analyst of The Keystone Group, Inc., and John D. Collins II, to "frontrun"
high yield bond purchases by the Keystone
Custodian Funds, Inc., a group of mutual funds. The Company was named as
a defendant in 10 counts. Gary Singer was named as a defendant in 24 counts,
including violations of the Racketeer Influenced and Corrupt Organizations Act
and the mail and wire fraud statutes (including defrauding the Company by
virtue of the "trading scheme," by, among other things, transferring profits
on trades on DR Holdings, Inc. 15.5% bonds (the "DR Holdings Bonds") from the
Company to members of his family during fiscal 1991), money laundering,
conspiracy, and aiding and abetting violations
of the Investment Advisers Act of 1940, as amended (the "Investment Advisers
Act"), by an investment advisor.
7
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
On January 13, 1994, the Company was found guilty on six counts of mail fraud
and one count of wire fraud based upon Mr. Singer's conduct, but acquitted of
charges of conspiracy and aiding and abetting violations of the Investment
Advisers Act. Mr. Singer was found guilty on 21 counts. One count against
Mr. Singer and the Company was dismissed at trial and two counts against
Mr. Singer relating to forfeiture penalties were resolved by stipulation
between the government and Mr. Singer. Sentencing
is currently scheduled for late April, 1994. The maximum penalty which
could be imposed on the Company is the greater of (i) $500,000 per count,
(ii) twice the gross gain derived from the offense or (iii) twice the gross
loss suffered by the victim of the offense, and a $200 special assessment.
In addition to the penalties described in (i), (ii) or (iii), the Court could
order the Company to make restitution. The Company is considering its options,
including filing an appeal of its conviction. Mr. Singer's attorney has advised
the Company that Mr. Singer intends to appeal his conviction. Although the
Company may be obligated under its Certificate of Incorporation to advance
the costs of such appeal, the Company and Mr. Singer have agreed that
Mr. Singer will not request such advances, but that he will
reserve his rights to indemnification in the event of a successful appeal.
Also on November 10, 1992, the SEC filed a civil Complaint for Permanent
Injunction and Other Equitable Relief (the "SEC Complaint") in the United
States District Court for the Southern District of New York against the
Company, Gary A. Singer, Steven G. Singer (the Company's Executive
Vice President and Chief Operating Officer and Gary
Singer's brother), and, as relief defendants, certain persons related to Gary
and Steven Singer and certain entities in which they and/or those related
persons have an interest. The SEC Complaint alleges that the Company and Gary
and Steven Singer violated various provisions of the Securities Exchange Act
of 1934, as amended (the "Securities Exchange Act"), including certain of its
antifraud and periodic reporting provisions, and aided and abetted violations
of the Investment Company Act and the
Investment Advisors Act, in connection with the trading scheme described in the
preceding paragraphs. The SEC Complaint further alleges, among other things,
federal securities law violations (i) by the Company and Gary Singer in
connection with an alleged manipulation of the trading price of the Company's
10 5/8% Convertible Subordinated Reset Debentures due 2005 (the "Debentures")
to avoid an interest rate reset allegedly required on June 15, 1991 under the
terms of the Indenture governing the Debentures, (ii) by Gary Singer in
allegedly transferring profits on trades of
high yield bonds (including those trades in the DR Holdings Bonds which were the
subject of certain counts of the Indictment of which Mr. Singer was found
guilty) from the Company to members of his family and failing to disclose
such transactions to the Company, and (iii) by the Company in failing to
disclose publicly on a timely basis such transactions by Gary Singer.
The SEC Complaint asks that the Company and
Gary and Steven Singer be enjoined permanently from violating the antifraud,
periodic reporting and other provisions of the federal securities laws, that
they disgorge the amounts of the alleged profits received by them pursuant
to the alleged frauds (stated in the SEC's Litigation Release No. 13432
announcing the filing of the SEC
Complaint as being $1,296,406, $2,323,180 and $174,705, respectively),
plus interest, and that they each pay appropriate civil monetary damages.
The SEC Complaint also seeks orders permanently prohibiting Gary and Steven
Singer from serving as officers
or directors of any public company and disgorgement from certain Singer family
members and entities of amounts representing the alleged profits received
by such defendants pursuant to the alleged frauds. In February 1993,
the court granted a motion staying all proceedings in connection with this
matter pending completion of
8
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
the criminal case. On January 24, 1994, the Court lifted the stay and directed
the defendants to file answers to the SEC Complaint. The Company is currently
involved in settlement negotiations with the SEC. At this time, there can be no
assurance these negotiations will be successfully concluded.
The imposition of monetary penalties upon the Company as a result of the
criminal convictions or in connection with the matters alleged in the SEC
Complaint, as well as the incurrence of any additional defense costs, could
exacerbate, possibly materially, the Company's liquidity problems and its need
to raise funds. See Item 2 "Capital Resources and Liquidity."
The Company is named as a nominal defendant in a shareholder derivative action
entitled Harry Lewis and Gary Goldberg v. Gary A. Singer, Steven G. Singer,
Arthur C. Bass, Joseph C. Feghali, Warren J. Keegan, Robert S. Holcombe and
Robert S. Weiss, which was filed on May 27, 1992 in the Court of Chancery, State
of Delaware, New Castle County. On May 29, 1992, another plaintiff, Alfred
Schecter, separately filed a derivative complaint in Delaware Chancery Court
that was essentially identical to the Lewis and Goldberg complaint. Lewis and
Goldberg later amended their complaint, and the Delaware Chancery Court
thereafter consolidated the Lewis and Goldberg and Schecter actions as In re The
Cooper Companies, Inc. Litigation, Consolidated C.A. 12584, and designated Lewis
and Goldberg's amended complaint as the operative complaint (the "First Amended
Derivative Complaint"). The First Amended Derivative Complaint alleges that
certain directors of the Company and Gary A. Singer, as Co-Chairman of the Board
of Directors, caused or allowed the Company to be a party to the "trading
scheme" that was the subject of the Indictment. The First Amended Derivative
Complaint also alleges that the defendants violated their fiduciary duties to
the Company by not vigorously investigating the allegations of securities fraud.
The First Amended Derivative Complaint requests that the Court order the
defendants (other than the Company) to pay damages and expenses to the Company
and certain of the defendants to disgorge their profits to the Company. On
October 16, 1992, the defendants moved to dismiss the First Amended Derivative
Complaint on grounds that such Complaint fails to comply with Delaware Chancery
Court Rule 23.1 and that Count III of the First Amended Derivative Complaint
fails to state a claim. The Company has been advised by the individual directors
named as defendants that they believe they have meritorious defenses to this
lawsuit and intend vigorously to defend against the allegations in the First
Amended Derivative Complaint.
The Company was named as a nominal defendant in a purported shareholder
derivative action entitled Bruce D. Sturman v. Gary A. Singer, Steven G. Singer,
Brad C. Singer, Martin Singer, John D. Collins II, Back Bay Capital, Inc., G.
Albert Griggs, Jr., John and Jane Does 1-10 and The Cooper Companies, Inc.,
which was filed on May 26, 1992 in the Supreme Court of the State of New York,
County of New York. The plaintiff, Bruce D. Sturman, a former officer and
director of the Company, alleged that Gary A. Singer, as Co-Chairman of the
Board of Directors, and various members of the Singer family caused the Company
to make improper payments to alleged third-party co-conspirators, Messrs. Griggs
and Collins, as part of the "trading scheme" that was the subject of the
Indictment. The complaint requested that the Court order the defendants (other
than the Company) to pay damages and expenses to the Company, including
reimbursement of payments made by the Company to Messrs. Collins and Griggs, and
to disgorge their profits to the Company. Pursuant to its decision and order,
filed August 17, 1993, the Court dismissed this action under New York Civil
Practice Rule 327(a). On September 22, 1993, the plaintiff filed a Notice of
Appeal.
9
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
On September 2, 1993, a patent infringement complaint was filed against the
Company in the United States District Court for the District of Nevada captioned
Steven P. Shearing v. The Cooper Companies, Inc. On or about that same day, the
plaintiff filed twelve additional complaints, accusing at least fourteen other
defendants of infringing the same patent. The patent in these suits covers a
specific method of implanting an intraocular lens into the eye. Until February
1989, the Company manufactured intraocular lenses and ophthalmic instruments,
but did not engage in the implantation of such lenses. Subsequent to February
1989, the Company was not involved in the manufacture, marketing or sale of
intraocular lenses. The Company denies the material allegations of Shearing's
complaint and will vigorously defend itself.
See Part II, Item 1 herein for a discussion of certain other litigations.
NOTE 4. TEMPORARY INVESTMENTS
Temporary investments consist of current marketable equity and debt securities
carried at the lower of aggregate cost or market at the balance sheet date with
unrealized losses included in investment income, net in the statement of
consolidated operations. Gains or losses realized upon sale (based on the
first-in, first-out method) and write-downs necessitated by other than temporary
declines in value for all securities and investments are also reflected in
investment income, net.
As of January 31, 1994 and October 31, 1993, aggregate cost and market value,
and gross unrealized gains and losses for current marketable securities are as
follows:
<TABLE>
<CAPTION>
January 31, 1994 October 31, 1993
----------------------- ------------------------
Equity Debt Equity Debt
Securities Securities Securities Securities
---------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Aggregate cost or carrying
value . . . . . . . . . . . . $ 6,786 $1 $ 4,937 $2,651
Aggregate market value . . . . . 5,441 1 4,428 2,010
Gross unrealized gains . . . . . 42 - - 163
Gross unrealized losses . . . . 1,387 - 509 804
</TABLE>
As of February 28, 1994, the net unrealized loss of the current marketable
securities portfolio was approximately $1,598,000. The Company had no securities
transactions, and, therefore, no realized gain or loss in the month of February,
1994.
Included in investment income (loss), net in the consolidated condensed
statement of operations for each of the three months ended January 31, 1994 and
1993 are unrealized gains (losses) of ($195,000) and $1,461,000, respectively,
on current marketable securities. Also included in investment income (loss), net
for the three months ended January 31, 1994 and 1993 are net realized gains
(losses) of ($277,000) and $1,012,000, respectively, on marketable equity and
debt securities. The combined impact of the aforementioned net unrealized and
realized gains (losses) for each of the three months ended January 31, 1994 and
1993 was a net gain (loss) of ($472,000) and $2,473,000, respectively.
10
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
Interest income for each of the three months ended January 31, 1994 and 1993 was
$121,000 and $1,204,000, respectively, and is included in investment income
(loss), net.
NOTE 5. 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:
<TABLE>
<CAPTION>
January 31, October 31,
1994 1993
----------- -----------
(In thousands)
<S> <C> <C>
Raw materials $ 3,355 $ 3,958
Work-in-process 804 865
Finished goods 9,940 10,164
--------- ---------
$14,099 $14,987
--------- ---------
--------- ---------
</TABLE>
NOTE 6. INCOME TAXES
Statements of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (FAS 109) was issued by the Financial Accounting Standards Board in
February 1992. Under FAS 109, the Company recognizes income taxes under the
liability method of accounting for income taxes. The liability method measures
the expected tax impact of future taxable income or deductions resulting from
differences in the tax and financial reporting bases of assets and liabilities
reflected in the consolidated balance sheet and the expected tax impact of
carryforwards for tax purposes. A valuation allowance is to be recorded against
those tax assets when it is "more likely than not" (as such characterization
is defined in FAS 109) that the benefit will not be realized.
FAS 109 was adopted in the first quarter of fiscal 1994. The adoption had no
impact on pretax income from continuing operations. No benefit was recognized
for operating loss and tax credit carryforwards since the net deferred tax asset
was fully offset by a valuation allowance.
11
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Unaudited)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
January 31, 1994 are presented below:
<TABLE>
<CAPTION>
(In Thousands)
<S> <C>
Deferred tax assets:
Accounts receivable, principally due to
allowance for doubtful accounts $ 1,061
Inventories, principally due to obsolescence reserve 943
Investments, principally due to unrealized losses 521
Accrued liabilities, principally due to litigation
reserves 5,500
Net operating loss carryforwards 82,238
Tax credit carryforwards 2,455
Other 158
-------
Total gross deferred tax assets 92,876
Less Valuation allowance 85,341
-------
Net deferred tax assets 7,535
-------
Deferred tax liabilities:
Plant and equipment, principally due to purchase
accounting adjustments (7,137)
Other ( 398)
-------
Total gross deferred tax liabilities (7,535)
-------
Net deferred tax assets $ 0
-------
-------
</TABLE>
The valuation allowance for deferred tax assets as of November 1, 1993 was
$84,848,000. The net change in the total valuation allowance for the quarter
ended January 31, 1994 was an increase of $493,000.
Subsequently recognized tax benefits relating to the valuation allowance
for deferred tax assets as of January 31, 1994 will be allocated as follows:
<TABLE>
<CAPTION>
(In Thousands)
<S> <C>
Income tax benefit that would be reported in the
consolidated statement of earnings $80,956
Goodwill and other noncurrent intangible assets 4,385
-------
$85,341
-------
-------
</TABLE>
At January 31, 1994 the Company had net operating loss carryforwards of
approximately $242,000,000 available to offset future taxable income. An
additional $1,907,000 is available in future periods as accrued expenses
become deductible. The Company also has tax credit carryforwards of
$2,455,000 available to reduce future tax liabilities. The net operating
loss and credit carryforwards expire commencing in 1999.
12
<PAGE>
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.
Capital Resources & Liquidity
On January 6, 1994, the Company completed an Exchange Offer and Consent
Solicitation, the terms of which are described in Note 2, pursuant to which the
Company issued approximately $22,000,000 aggregate principal amount of 10%
Senior Subordinated Secured Notes due 2003 (the "Notes") and paid approximately
$4,350,000 in cash in exchange for approximately $30,000,000 aggregate principal
amount of its 10 5/8% Convertible Subordinated Reset Debentures due 2005
(the "Debentures").
In connection with the Exchange Offer and Consent Solicitation, the Company
amended the indenture governing the Debentures (the "Indenture") to, among
other things, eliminate a covenant, with which the Company was not in
compliance, requiring the Company to repurchase Debentures. The Company
also obtained a waiver (the "Waiver")
of any and all Defaults and Events of Default (as such terms are defined in the
Indenture) that occurred or may have occurred prior to the expiration of the
Exchange Offer and Consent Solicitation at 5:00 p.m., Eastern Standard Time, on
January 6, 1994 (the "Expiration Date"), to ensure that the Debentures could
not be accelerated based upon any actions, omissions or events, whether known
or unknown, that occurred or that may have occurred on or prior to the
Expiration Date and that could have been construed to be Defaults or Events
of Default (as defined in the Indenture).
As a result of the consummation of the Exchange Offer and Consent Solicitation,
the Company has increased its operating and financial flexibility by rendering
less onerous or eliminating various restrictions and obligations previously
imposed by the Indenture. The Exchange Offer and Consent Solicitation further
benefited the Company by reducing the Company's total indebtedness and by
decreasing the Company's future interest expense. However, the amendments
to the terms of the Debentures also reduced the conversion price at which
holders may convert Debentures into shares of the Company's common stock
from $27.45 to $5.00 (which amount is still substantially in excess of the
current price of the Company's common stock).
During the first quarter of 1994, the Company experienced a net loss of
$5,150,000, which resulted in the Company's stockholders' equity moving
into a deficit position.
These losses, a large portion of which reflect legal fees and other costs
related to the recent criminal trial and SEC matters (see Note 3), together
with costs associated with the above-mentioned Exchange Offer, resulted in
a decrease of $4,252,000 in the Company's cash and cash equivalents.
The Company currently anticipates that, at least during the remainder of fiscal
1994, it is likely to experience net cash outflows primarily as a result of
continued legal and other costs
associated with pending litigation, research and development costs of
CooperVision Pharmaceuticals, Inc. and certain penalties that may be imposed
upon the Company, as discussed below. The Company needs to raise funds through
borrowings or other financings or sales of assets. As described in Note 3, the
Company has been convicted of six counts of mail fraud and one count of wire
fraud based upon the conduct of its former co-Chairman, Gary Singer. The
maximum penalty which could be imposed on the Company is the greatest of
$500,000 per count, twice the gross gain
derived from each count or twice the gross loss suffered by the victim of
each count and, in addition, the court could impose a fine equal to restitution.
The Company is also the subject of the SEC Complaint alleging violations of
the federal securities laws by the Company, Gary Singer and
Steven Singer (the Company's
13
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Executive Vice President and Chief Operating Officer and Gary Singer's brother),
as described in Note 3. The imposition of monetary penalties upon the Company as
a result of the criminal conviction or in connection with the matters alleged in
the SEC Complaint, as well as additional defense costs could exacerbate,
possibly materially, the Company's liquidity problems and its need to raise
funds. Given the Company's current financial condition, there can be no
assurance that the Company will be successful in raising the funds which may be
required. The Independent Auditors' report on the Company's consolidated
financial statements for the fiscal year ended October 31, 1993 contains the
following statement:
"The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. During the past three fiscal years,
the Company has suffered significant losses and negative cash flows. In
addition, as discussed in Note 18 to the financial statements the Company is
exposed to contingent liabilities related to a criminal conviction and a
Securities and Exchange Commission action. Such losses, negative cash flows, and
contingent liabilities raise substantial doubt about the Company's ability to
continue as a going concern. The consolidated financial statements and financial
statement schedules do not include any adjustments that might result from the
outcome of these uncertainties."
In light of the foregoing, even with the successful consummation of the Exchange
Offer and Consent Solicitation, there can be no assurance that the Company will
not face severe liquidity problems or that the Company could not be forced in
the future to seek protection under the Bankruptcy Code. The Company is
currently exploring numerous alternatives for raising cash, including selling
off its temporary investments, sales and leasebacks, debt financing, factoring
and out licensing rights to Verapamil, outside of North America. Verapamil,
which is presently completing Phase III testing, is CooperVision
Pharmaceuticals' compound patented for the treatment of ocular hypertension and
other symptoms of glaucoma. There can be no assurance that the Company will be
successful in raising adequate cash through these activities.
Results of Operations
Three Months Ended January 31, 1994 Compared with Three Months Ended January 31,
1993.
Net Service Revenue: Net service revenue consists of the following:
<TABLE>
<CAPTION>
Three Months Ended %
January 31, Increase
1994 1993 (Decrease)
------- ------- ----------
(In Thousands)
<S> <C> <C> <C>
Net patient revenue $10,531 $11,928 (12%)
Management fees 500 500 --
------- -------
$11,031 $12,428 (11%)
------- -------
------- -------
</TABLE>
14
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Net Patient Revenue: Net patient revenue decreased by $1,397,000 or 12% vs. the
first quarter of 1993. Revenues have been pressured by the current industry
trend towards increased managed care, which results in decreased daily rates and
declines in average lengths of stay. Management is endeavoring to mitigate those
pressures by increasing the number of admissions to its hospitals, and by
providing outpatient and other ancillary services outside of its hospitals.
Management Fees: On May 29, 1992, PSG Management, Inc. ("PSG Management"), a
subsidiary of the Company, entered into a management agreement with three
indirect subsidiaries of Nu-Med, Inc. ("Nu-Med"), under which PSG Management is
managing three additional hospitals owned by such subsidiaries which have a
total of 220 licensed beds. Under the management agreement, PSG Management is to
receive a management fee of $6,000,000 payable in equal monthly installments
over the three-year term of the agreement. The management agreement is jointly
and severally guaranteed by Nu-Med and its wholly-owned subsidiary PsychGroup,
Inc., the parent of the contracting subsidiaries which own the managed
facilities. On January 6, 1993, Nu-Med (but not any of its direct or indirect
subsidiaries) filed a voluntary petition under Chapter 11 of the United States
Bankruptcy Code. Neither the Company nor any of its affiliates filed a proof of
claim in the Nu-Med Chapter 11 proceeding, and the bar date (the time for filing
proofs of claims) has passed. However, none of the Nu-Med subsidiaries have
filed under Chapter 11, and the Nu-Med subsidiaries have paid the management fee
on a timely basis, although representatives of Nu-Med and its subsidiaries have
alleged in writing that PSG Management has breached the management services
agreement (which contention PSG Management vigorously disputes). Moreover,
Nu-Med's Proposed Disclosure Statement to accompany its Second Amended Plan of
Reorganization, filed with the United States Bankruptcy Court for the Central
District of California, indicates that PsychGroup is commencing performance of
certain administrative functions performed by PSG Management on a parallel
basis.
Net Sales of Products: Net sales of products increased by $1,944,000 or
approximately 20%.
<TABLE>
<CAPTION>
Three Months Ended %
January 31, Increase
1994 1993 (Decrease)
------- ------- ----------
(In Thousands)
<S> <C> <C> <C>
CooperVision $ 8,560 $ 6,013 42%
CooperSurgical 3,249 3,704 (12%)
CooperVision Pharmaceuticals 67 215 (69%)
------- -------
$11,876 $ 9,932 20%
------- -------
------- -------
</TABLE>
Net sales of CooperVision increased primarily due to the April 1, 1993
acquisition of CoastVision, Inc. ("CoastVision"), a manufacturer of custom
toric contact lenses for use by patients with astigmatic vision. As anticipated,
CooperVision's sales mix has continued to shift towards daily wear and frequent
replacement products, as well as specialty products, and away from extended
wear products. The Company considers itself to be well positioned to compete
successfully in specialty niches of the contact lens market, particularly
with its Preference'r' line of frequent replacement lenses and its
line of custom toric lenses.
15
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Net sales of CooperSurgical declined primarily due to slower sales of its
surgical systems used in the Loop Electrosurgical Excision Procedure ("LEEP"),
which is used diagnostically and operatively in the treatment of cervical cancer
and other indications in gynecology. This decline was partially offset by
increased sales of the Company's LEEP disposable products and the launch of a
line of instruments for various laparoscopic (minimally invasive) procedures.
The acceptance of minimally invasive procedures and the expansion of the
minimally invasive surgical market has provided continued customer demand for
CooperSurgical's products. Such products are subject to substantial government
regulation and to competition from a large number of competitors.
Net sales of CooperVision Pharmaceuticals have declined primarily as a result of
the sale of the EYEscrubTM product line on February 12, 1993.
Cost of Services Provided: Cost of services provided represents all of the
operating costs (other than allocations from the Company's headquarters)
incurred by HGA in generating its net patient revenues and management fee
revenue. The results of subtracting cost of services provided from net service
revenue is a profit of $1,192,000 or 10.8% of net service revenue in the first
quarter of 1994 and $1,441,000 or 11.6% of net service revenue in the first
quarter of 1993. The decreased percentage of profit is primarily attributable to
a lower than expected number of patient days at the hospitals operated by HGA,
exacerbated by lower daily rates.
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:
<TABLE>
<CAPTION>
First Quarter Margin %
----------------------
1994 1993
---- ----
<S> <C> <C>
CooperVision 71 66
CooperSurgical 51 55
Consolidated 65 61
</TABLE>
Margin for CooperVision has increased due to the realization of efficiencies in
manufacturing as well as the impact of cost reduction measures associated with
downsizing. Also, the inclusion of higher margin CoastVision products has
resulted in a favorable product mix. The margin decrease at CooperSurgical
reflects increased sales of endoscopic products used in laparoscopic surgical
procedures and sales to international distributors, each of which generates
lower margins than CooperSurgical's other products.
Research and Development Expense: Research and development expenses were
$1,156,000 and $714,000 in three month periods ended January 31, 1994 and 1993,
respectively. The increase is primarily attributable to increased development
activity related to CooperVision Pharmaceuticals' calcium channel blocker now
completing Phase III clinical studies, partially offset by a decline in research
and development project expenses in the CooperSurgical business unit.
16
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Selling, General and Administrative Expense: Selling, general and administrative
(SG&A) expenses by business unit and corporate were as follows:
<TABLE>
<CAPTION>
Three Months Ended %
January 31, Increase
1994 1993 (Decrease)
------- ------- ----------
(In Thousands)
<S> <C> <C> <C>
CooperVision $ 3,403 $ 2,735 24%
CooperSurgical 1,477 2,335 (37%)
CooperVision Pharmaceutical 118 247 (52%)
Corporate/Other 3,766 6,184 (39%)
------- -------
$ 8,764 $11,501 (24%)
------- -------
------- -------
</TABLE>
<PAGE>
SG&A expenses have decreased 24% for the comparable three month periods
largely as a result of the Company's settlement of breast implant litigation
costs and benefits related to restructuring costs for the consolidation of
CooperSurgical facilities and related reorganization costs. CooperVision
Pharmaceuticals' SG&A expenses have decreased as a result of the sale of the
EYEscrubTM product line on February 12, 1993. Offsetting these decreases are
increased SG&A expenses of CooperVision as a result of the CoastVision
acquisition on April 1, 1993.
Settlement of Disputes: In the first quarter of 1994, the Company recorded
the following items related to settlement of disputes:
A credit of $850,000 following receipt of funds by the Company to settle
certain claims made by the Company associated with a real estate transaction.
A charge of $2,800,000 which represents the Company's estimate of costs
which may be required to settle certain disputes and other litigations now
pending.
Debt Restructuring Costs: In the fourth quarter of 1993, the Company
recorded a charge of $2,131,000 for debt restructuring costs which reflected the
Company's estimate of transaction costs associated with the Exchange Offer and
Consent Solicitation. See Note 2. These costs included amounts paid or to be
paid to the Company's attorneys, accountants and financial advisor, printer's
fees, fees of the financial advisor to the informal committee of holders of
Debentures and its attorneys, and fees of the Information Agent and the Exchange
Agent. In the first quarter of 1994, the Company has recorded an additional
charge of $429,000 to refine the estimate.
Investment Income, Net: Included in investment income, net is interest
income of $121,000 and $1,204,000 for the three months ended January 31, 1994
and 1993, respectively. The decrease primarily reflects the Company's use of
cash for operating purposes, the acquisition of CoastVision on April 1, 1993,
and a shift in
17
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
investment strategy towards instruments with lower risk and correspondingly,
lower returns. Also included in investment income, net are net gains (losses) on
temporary investments of ($472,000) and $2,473,000 for the three months ended
January 31, 1994 and 1993, respectively. See Note 4.
Gain on Sales of Assets and Businesses, Net: In the first quarter of 1994, the
Company sold two parcels of land for cash and notes for a net gain of $134,000.
The Company also sold its EYEscrubTM trademark in Canada for a net gain of
$80,000.
Other Income, Net: Other income, net was $35,000 and $245,000 for the three
months ended January 31, 1994 and 1993, respectively. Other income in 1993
primarily includes consent fees, extension fees and collection fees related to
the Company's temporary investment activity.
Interest Expense: The decrease in interest expense for the comparable three
month periods is due to the reduction of debt of HGA and the effect of the
Exchange Offer and Consent Solicitation described in Note 2.
Provision for Income Taxes: The provision for income taxes in both the three
months ended January 31, 1994 and 1993 reflect state income and franchise taxes.
See Note 6.
Extraordinary Items: The extraordinary item for the three months ended January
31, 1993 reflects an extraordinary gain of $924,000, or $.03 per common share,
on the purchase by the Company of $4,846,000 principal amount of its Debentures
in November 1992.
Earnings Per Share: Earnings per share are based on the weighted average number
of common and common equivalent shares outstanding during the respective
periods, after deducting preferred dividends from earnings.
18
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a defendant in a number of legal actions relating to its past or
present business in which plaintiffs are seeking damages.
For a description of the Indictment and the SEC Complaint, See Note 3 of the
Notes to Consolidated Financial Statements in Part I, Item 1 of this report.
The Company was named in an action entitled Bruce D. Sturman v. The Cooper
Companies, Inc. and Does 1-100, Inclusive, first brought on July 24, 1992 in the
Superior Court in the State of California, Los Angeles, County. Mr. Sturman
alleged that his suspension from his position as Co-Chairman of the Board of
Directors constituted, among other things, an anticipatory breach of his
employment agreement. On May 14, 1993, Mr. Sturman filed a First Amended
Complaint in the Superior Court of the State of California, County of Alameda,
Eastern Division, the jurisdiction to which the original case had been
transferred. In the Amended Complaint, Mr. Sturman alleged that by first
suspending and then terminating him from his position as Co-Chairman, the
Company breached his employment agreement, violated provisions of the California
Labor Code, wrongfully terminated him in violation of public policy, breached
its implied covenant of good faith and fair dealing, defamed him, invaded his
privacy and intentionally inflicted emotional distress, and was otherwise
fraudulent, deceitful and negligent. The Amended Complaint seeks declaratory
relief, damages in the amount of $5,000, treble and punitive damages in an
unspecified amount, and general, special and consequential damages in the amount
of at least $5,000,000. In March 1993, the Court ordered a stay of all discovery
in this action until further order of the Court and thereafter scheduled a
conference for January 14, 1994 to review the status of the stay. The Court
subsequently modified the stay to permit the taking of the deposition of one
witness who will not be available to testify at trial. On September 24, 1993,
Mr. Sturman filed a Second Amended Complaint, setting forth the same material
allegations and seeking the same relief and damages as set forth in the First
Amended Complaint. On January 7, 1994, the Company filed an Answer, generally
denying all of the allegations in the Second Amended Complaint, and also filed a
Cross-Complaint against Mr. Sturman. On January 14, 1994, the Court continued in
place the stay on all discovery and scheduled a case management conference to
review the status of the stay. At that conference, held in February 1994, the
stay on discovery was lifted and trial was set for October 21, 1994. A
settlement conference was held that same day, however, no agreement was reached
and no further discussions were scheduled. Based on management's current
knowledge of the facts and circumstances surrounding Mr. Sturman's termination,
the Company believes that it has meritorious defenses to this lawsuit and
intends to defend vigorously against the allegations in the Second Amended
Complaint.
In two virtually identical actions, Frank H. Cobb, Inc. v. The Cooper Companies,
Inc., et al and Arthur J. Korf v. The Cooper Companies, Inc., et al, class
action complaints were filed in the United States District Court for the
Southern District of New York in August 1989, against the Company and certain
individuals who served as officers and/or directors of the Company after June
1987. In their Fourth Amended Complaint filed in September 1992, the plaintiffs
allege that they are bringing the
19
<PAGE>
PART II - OTHER INFORMATION
actions on their own behalf and as class actions on behalf of a class consisting
of all persons who purchased or otherwise acquired shares of the Company's
common stock during the period May 26, 1988 through February 13, 1989. The
amended complaints seek an undetermined amount of compensatory damages jointly
and severally against all defendants. The complaints, as amended, allege that
the defendants knew or recklessly disregarded and failed to disclose to the
investing public material adverse information about the Company. Defendants are
accused of having allegedly failed to disclose, or delayed in disclosing, among
other things: (a) that the allegedly real reason the Company announced on May
26, 1988 that it was dropping a proposed merger with Cooper Development Company,
Inc. was because the Company's banks were opposed to the merger; (b) that the
proposed sale of Cooper Technicon, Inc., a former subsidiary of the Company, was
not pursuant to a definitive sales agreement but merely an option: (c) that such
option required the approval of the Company's debentureholders and preferred
stockholders; (d) that the approval of such sale by the Company's
debentureholders and preferred stockholders would not have been forthcoming
absent extraordinary expenditures by the Company; and (e) that the purchase
agreement between the Company and Miles, Inc. for the sale of Cooper Technicon,
Inc. included substantial penalties to be paid by the Company if the sale was
not consummated within certain time limits and that the sale could not be
consummated within those time limits. The amended complaints further allege that
the defendants are liable for having violated Section 10(b) of the Securities
Exchange Act and Rule 10(b)-5 thereunder and having engaged in common law fraud.
Based on management's current knowledge of the facts and circumstances
surrounding the events alleged by plaintiffs as giving rise to their claims, the
Company believes that it has meritorious defenses to these lawsuits and intends
vigorously to defend against the allegations in the amended complaints. The
parties are engaged in settlement negotiations; however, there can be no
assurances that these discussions will be successfully concluded.
Item 2. Changes in Securities
On January 6, 1994, the Company consummated an Exchange Offer and Consent
Solicitation in which it issued approximately $22,000,000 principal amount of
Notes and paid approximately $4,350,000 in cash ($725 principal amount of Notes
and $145 in cash for each $1,000 principal amount of Debentures in exchange for
approximately $30,000,000 aggregate principal amount of Debentures (out of
$39,384,000 aggregate principal amount then outstanding). The Company also
obtained, pursuant to the Exchange Offer and Consent Solicitation, consents of
the holders of Debentures to (i) certain proposed amendments to the Indenture to
the Debentures and (ii) a waiver of any defaults under the Indenture. Following
the exchange, approximately $9,400,000 aggregate principal amount of Debentures
remain outstanding.
On January 6, 1994, after receiving consents from holders of a majority of the
outstanding principal amount of Debentures not owned by the Company or its
affiliates, the Company and the Trustee under the Indenture executed the Second
Supplemental Indenture effecting the proposed amendments, which eliminated or
modified various covenants in the Indenture, as described below.
The Notes bear interest from September 1, 1993 at a rate equal to 10% per annum.
(Interest accrued from September 1, 1993 was not paid on Debentures tendered and
accepted pursuant to the Exchange Offer and Consent Solicitation.) Interest on
the Notes is payable quarterly on each March 1, June 1, September 1 and December
1, commencing March 1, 1994. The Notes are redeemable solely at the option of
the
20
<PAGE>
PART II - OTHER INFORMATION
Company, in whole or in part, at any time, at a redemption price equal to 100%
of their principal amount, together with accrued and unpaid interest thereon to
the redemption date. The Company is not required to effect any mandatory
redemptions or make any sinking fund payments with respect to the Notes, except
in connection with certain sales or other dispositions of, or certain financings
secured by the collateral securing the Notes. Pursuant to a pledge agreement
dated as of January 6, 1994, between the Company and the trustee for the holders
of the Notes, the Company has pledged a first priority security interest in all
of its right, title and interest in stock of its subsidiaries, HGA and
CooperSurgical, all additional shares of stock of, or other equity interests in
HGA and CooperSurgical from time to time acquired by the Company, all
intercompany indebtedness of HGA and CooperSurgical from time to time held by
the Company, and except as set forth in the indenture governing the Notes, the
proceeds received from the sale or disposition of any or all of the foregoing.
The Notes rank senior in right of payment to the Debentures but are subordinated
in right of payment to all Senior Debt (as defined in the indenture governing
the Notes), except with respect to the collateral securing the Notes. The
indenture governing the Notes contains covenants that, among other things, limit
the ability of the Company and its subsidiaries to incur additional
indebtedness, make Restricted Payments (as defined in such indenture), enter
into certain transactions with affiliates and incur senior subordinated
indebtedness and limit the ability of HGA and its subsidiaries to incur
additional indebtedness. A full description of the pledge agreement and terms of
the indenture governing the Notes is included in the Company's Amended and
Restated Offer to Exchange and Consent Solicitation filed with the SEC on
December 15, 1993.
The following is a summary of certain changes to the Indenture that were
effected by the Second Supplemental Indenture. The following description does
not purport to be complete and is qualified in its entirety by reference to the
Indenture and the Second Supplemental Indenture. Capitalized terms have the
meanings set forth in the Indenture or the Second Supplemental Indenture.
Amendment of Covenant Limiting Restricted Payments
Subject to certain exceptions, under the covenant entitled "Limitation on
Restricted Payments" (Section 4.04), the Company was permitted to make
Restricted Payments only to the extent that the aggregate amount of all such
Restricted Payments subsequent to July 31, 1989 (the "Statement Date"), did
not exceed the sum of (i) 50% of the aggregate Consolidated Net Income of
the Company earned subsequent to the Statement Date or 100% of any
aggregate deficit in Consolidated Net Income, (ii) the aggregate net
proceeds from the issuance or
sale (other than to a Subsidiary or Affiliate of the Company) after the
Statement Date of certain capital stock of the Company, (iii) the aggregate net
proceeds from the issuance or sale (other than to a Subsidiary or Affiliate of
the Company) subsequent to the Statement Date of certain Indebtedness that was
thereafter converted into capital stock of the Company and (iv) upon the
conversion of the Debentures pursuant to their terms, the lesser of (A) the fair
market value of the Common Stock issued therefor or (B) the principal amount of
Debentures so converted. The Company was unable to make Restricted Payments
pursuant to the foregoing formula. In addition, the Company could not pay any
dividend or make any distributions on its capital stock (other than in certain
types of capital stock) unless certain additional conditions were met, including
that the Board of Directors of the Company must have received the opinion of an
investment banking firm of national reputation to the effect that such a
dividend or distribution is in the best interests of the Company and its
stockholders. The Second Supplemental
21
<PAGE>
PART II - OTHER INFORMATION
Indenture amended the covenant to conform such covenant to the more lenient
covenant in the indenture to the Notes and thereby allows certain Restricted
Payments to occur, including payment of cash dividends on the Company's Series B
Preferred Stock and dividends or distributions payable in Equity Interests
issued by a Subsidiary of the Company; provided, however, that, as of the date
of each dividend or distribution paid, the aggregate amount of Equity Interests
of each Subsidiary of the Company being paid in such dividend or distribution,
when added to the aggregate amount of all Equity Interests of such Subsidiary
previously paid in all dividends or distributions pursuant to this exception
since January 6, 1994, shall not exceed 20% of the outstanding Equity Interests
of such Subsidiary.
Amendment of Covenant Limiting Incurrence of Additional Indebtedness
The Second Supplemental Indenture amended the covenant entitled "Limitation on
Indebtedness" (Section 4.10), which limited the ability of the Company to incur
additional indebtedness unless a specified Cash Flow Coverage Ratio was met. The
Second Supplemental Indenture permits the Company to incur substantial amounts
of additional Indebtedness. For example, among other Indebtedness, the Company
and its subsidiaries (other than HGA and its subsidiaries) will be able to incur
additional Indebtedness of up to $50,000,000 at any one time outstanding and to
incur, without any restriction as to amount, Purchase Money Indebtedness. The
Second Supplemental Indenture will not restrict HGA and its subsidiaries from
incurring Indebtedness.
Deletion of Maintenance of Adjusted Net Worth Covenant
The Second Supplemental Indenture deletes the covenant entitled "Maintenance of
Adjusted Net Worth" (Section 4.09), which provided that if the Company's
Adjusted Net Worth at the end of each of any two consecutive fiscal quarters
was equal to or less than $41,500,000, the Company would have to make an
offer to purchase $15,000,000 principal amount of
the Debentures at a purchase price equal to the
optional redemption price then in effect pursuant to the terms of the
Debentures, plus accrued interest to the purchase date. As a result of the
losses experienced by the Company, the Company's Adjusted Net Worth was
$24,580,000 at April 30, 1993 and $10,965,000 at July 31, 1993. As a result, the
Company was required pursuant to this covenant to make such required offers to
purchase.
Deletion of Repurchase Offer Covenant
The Second Supplemental Indenture deleted the covenant entitled "Repurchase
Offer" (Section 4.14), which would have required the Company to make an offer to
purchase all Debentures outstanding on June 15, 1995, at 100% of the principal
amount thereof, plus accrued interest through the purchase date, if, as of
January 31, 1995, the Company's Adjusted Net Worth were less than $350,000,000
or the Company's Cash Flow Coverage Ratio were less than 5 to 1.
Reduction of Conversion Price
The conversion price at which holders may convert Debentures into shares of the
Company's Common Stock was reduced from $27.45 per share to $5.00 per share,
which amount is still substantially in excess of the current market price of the
Common Stock.
22
<PAGE>
PART II - OTHER INFORMATION
Amendment of Certain Events of Default
Section 6.01 of the Indenture ("Events of Default") provided that, among other
things, it was an Event of Default under the Indenture if (i) an event of
default occurred under any other instruments under which there may have been
issued or by which there may have been secured or evidenced any indebtedness for
money borrowed by the Company or any Subsidiary (or the payment of which was
guaranteed by the Company or a Subsidiary), (ii) the effect of such event of
default was to cause or permit the acceleration of such indebtedness prior to
its expressed maturity and (iii) such event of default resulted in an
acceleration of an aggregate amount of such indebtedness in excess of
$1,000,000. The Second Supplemental Indenture excludes from this provision
events of default under debt instruments of a Subsidiary, unless payment under
such instrument is guaranteed by the Company. The Second Supplemental Indenture
also requires that in order for there to be an Event of Default under this
provision, the event of default under such other debt instruments must result in
an acceleration of an aggregate amount of indebtedness of $5,000,000 or more.
Conforming Amendments to Debentures; Correction of Inconsistency
The Second Supplemental Indenture includes amendments to the certificates
representing the Debentures corresponding to the amendments that were made to
the Indenture. In addition, there was an inconsistency between the definition of
"Senior Debt" (i.e., debt to which the Debentures are subordinated) in the
Indenture and the definition of such term in the certificates representing the
Debentures. In summary, the Indenture defined "Senior Debt" as all Debt unless
such Debt expressly provided that it is not senior or superior in right of
payment to the Debentures. The certificates representing the Debentures defined
Senior Debt as Debt which by its terms was expressly senior to the Debentures.
The Second Supplemental Indenture resolved the inconsistency by conforming the
certificates to the terms in the Indenture.
Deletion of Covenant Limiting Ranking of Future Indebtedness
The Second Supplemental Indenture deleted the covenant entitled "Limitation on
Ranking of Future Indebtedness" (Section 4.11), which provided that the Company
could not incur Indebtedness that was subordinated in right of payment to any
Senior Debt and senior in right of payment to the Debentures.
Deletion of Covenant Limiting Advances to Unconsolidated Persons
The Second Supplemental Indenture deleted the covenant entitled "Advances to
Unconsolidated Persons" (Section 4.18), which prohibited the Company and its
Subsidiaries from (i) making any direct or indirect advance, loan, guarantee,
transfer (pursuant to contract or otherwise) or other extension of credit or
capital contribution (not evidenced by equity securities) to any person that was
not consolidated with the Company for financial reporting purposes, and (ii)
maintaining for more than 18 months an equity interest in any person that was
not consolidated with the Company for financial reporting purposes. This
covenant was replaced with certain, more flexible, restrictions on Investments
which permit the Company to make Permitted Investments.
23
<PAGE>
PART II - OTHER INFORMATION
Amendment of Covenant Limiting Mergers, etc.
The Second Supplemental Indenture amended the covenant entitled "When the
Company May Merge, etc." (Section 5.01) which, among other things, required the
Company to meet certain requirements in order to consolidate, merge with or
into, or transfer or lease all or substantially all of its assets to, any
person, including, but not limited to, the requirement that the corporation to
which a sale or conveyance of all or substantially all of the Company's assets
has been made assume by supplemental indenture all the obligations of the
Company under the Debentures or the Indenture. The Second Supplemental Indenture
deleted the provisions of this covenant that restricted the sale by the Company
of all or substantially all of its assets, including the provisions that
required the corporation to which a sale or conveyance of all or substantially
all of the Company's assets has been made to assume by supplemental indenture
all the obligations of the Company under the Indenture and the Debentures.
Amendment of Covenant Requiring Purchase of Debentures Upon a Change of Control
The Second Supplemental Indenture amended the covenant entitled "Change of
Control Offer" (Section 4.17) to provide that no Debentures could be purchased
unless and until the company purchased all the Notes required to be purchased
pursuant to the covenant entitled "Change of Control" in the indenture to the
Notes.
Deletion of Covenant Prohibiting Certain Agreements by Company and Subsidiaries
The Second Supplemental Indenture deleted the covenant entitled "Prohibition on
Certain Agreements by Company and Subsidiaries" (Section 4.15) which prohibited
the Company and its Subsidiaries from entering into any contract or agreement
that prohibited by express reference the payment of principal of or interest on
the Debentures so as to clarify that the Company and its subsidiaries may incur
senior indebtedness.
Conforming Amendment to Covenant Limiting Transactions with Affiliates
The Second Supplemental Indenture amended the covenant entitled "Limitation on
Transactions with Affiliates" (Section 4.12), as well as the definition of the
term "Affiliate," to conform such covenant and definition to the corresponding
covenant and definition in the indenture to the Notes.
Other Changes to Indenture and Debentures
The Second Supplemental Indenture amended the covenant entitled "Compliance
Certificate" (Section 4.03) to confirm such covenant to the applicable section
of the Trust Indenture Act of 1939, as amended. The Second Supplemental
Indenture also amended certain provisions of the Indenture to clarify that any
notices by the Trustee or the holders of Debentures to the Company must be
in writing. In addition, the Second Supplemental Indenture amended the
certificates representing the Debentures to clarify that the terms of the
Second Supplemental Indenture would govern any inconsistencies between
the Debentures and the Indenture.
24
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
11 Calculation of Net Income (Loss) Per Common Share
</TABLE>
(b) The Company filed the following reports on Form 8-K during the period
from November 1, 1993 to January 31, 1994.
<TABLE>
<CAPTION>
Date of
Report Item Reported
------- -------------
<S> <C>
January 7, 1994 Item 5. Other Events.
January 14, 1994 Item 5. Other Events.
25
</TABLE>
<PAGE>
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.
<TABLE>
<S> <C>
The Cooper Companies, Inc.
------------------------------------
(Registrant)
Date: March 17, 1994 /s/ Robert S. Weiss
------------------------------------
Senior Vice President, Treasurer and
Chief Financial Officer
26
</TABLE>
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Index of Exhibits
-----------------
<TABLE>
<CAPTION>
Exhibit No. Page No.
- ---------- --------
<S> <C> <C>
11 Calculation of Net Income (Loss) Per Common Share 28
</TABLE>
<PAGE>
Exhibit 11
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Calculation of Net Income (Loss) Per Common Share
(In thousands, except per share figures)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
January 31,
-------------------------
1994 1993
---------- --------
<S> <C> <C>
Primary:
Loss from continuing operations
before extraordinary items $ (5,150) $ (2,684)
Less, dividend requirements on
Senior Exchangeable Redeemable
Restricted Voting Preferred Stock 0 160
Loss from continuing operations
before extraordinary items (5,150) (2,844)
Loss on sale of discontinued operations,
net of taxes 0 0
---------- --------
Loss before extraordinary items (5,150) (2,844)
Extraordinary items 0 924
---------- --------
Loss per common share $ (5,150) $ (1,920)
---------- --------
---------- --------
Weighted average number of common
shares outstanding 30,410 30,189
Contingently issuable shares out-
standing 0 0
---------- --------
Weighted average number of common
and common equivalent shares
outstanding for primary earnings
per share 30,410 30,189
---------- --------
---------- --------
Earnings (loss) per common share:
Continuing operations $ (0.17) $ (0.09)
Discontinued operations 0.00 0.00
---------- --------
Loss before extraordinary items (0.17) $ (0.09)
Extraordinary items 0.00 0.03
---------- --------
Loss per common share $ (0.17) $ (0.06)
---------- --------
---------- --------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended
January 31,
-------------------------
1994 1993
---------- --------
<S> <C> <C>
Fully diluted:
Loss from continuing operations
before extraordinary items $ (5,150) $ (2,684)
Less, dividend requirements on Senior
Exchangeable Redeemable Restricted
Voting Preferred Stock 0 160
---------- --------
Loss from continuing operations
before extraordinary items (5,150) (2,844)
Loss on sale of discontinued
operations, net of taxes 0 0
---------- --------
Loss before extraordinary items (5,150) (2,844)
Extraordinary items 0 924
---------- --------
Loss per common share $ (5,150) $ (1,920)
---------- --------
---------- --------
Weighted average number of common
shares outstanding 30,410 30,189
Contingently issuable shares out-
standing 0 0
---------- --------
Weighted average number of common
and common equivalent shares
outstanding for fully diluted
earnings per share 30,410 30,189
---------- --------
---------- --------
Earnings (loss) per common share:
Continuing operations $ (0.17) $ (0.09)
Discontinued operations 0.00 0.00
---------- --------
Loss before extraordinary items (0.17) (0.09)
Extraordinary items 0.00 0.03
---------- --------
Loss per common share $ (0.17) $ (0.06)
---------- --------
---------- --------
</TABLE>
