<PAGE>
<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 April 30, 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 11,656,833 Shares
- ------------------------------------- --------------------------------------
Class Outstanding at
May 31, 1996
<PAGE>
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Statement of
Income - Three and Six Months
Ended April 30, 1996 and 1995 3
Consolidated Condensed Balance Sheet -
April 30, 1996 and October 31, 1995 4
Consolidated Condensed Statement
of Cash Flows - Six Months Ended
April 30, 1996 and 1995 5
Notes to Consolidated Condensed
Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
Signature 15
Index of Exhibits
2
<PAGE>
<PAGE>
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)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
------------------------------------------------------
1996 1995 1996 1995
--------- --------- --------- --------
<S> <C> <C> <C> <C>
Net sales of products $15,784 $12,854 $29,338 $25,572
Net service revenue 10,991 10,940 19,686 21,432
------ ------ ------ ------
Net operating revenue 26,775 23,794 49,024 47,004
------ ------ ------ ------
Cost of products sold 4,604 4,079 8,745 8,311
Cost of services provided 9,991 10,263 19,137 20,367
Selling, general and admin-
istrative expense 7,585 6,916 14,344 13,531
Research and development
expense 316 808 593 1,875
Amortization of intangibles 204 210 431 422
------ ------ ------ ------
Income from operations 4,075 1,518 5,774 2,498
------ ------ ------ ------
Credits from settlements of
disputes, net 56 140 223 468
Interest expense 1,268 1,190 2,562 2,280
Other income, net 77 175 182 300
------ ------ ------ ------
Income before income taxes 2,940 643 3,617 986
Provision for income taxes 131 38 156 106
------ ------ ------ ------
Net income $ 2,809 $ 605 $ 3,461 $ 880
====== ====== ====== ======
Earnings per share $ 0.24 $ 0.05 $ 0.30 $ 0.08
====== ====== ====== ======
Average number of common
shares used to compute
earnings per share 11,724 11,591 11,715 11,592
====== ====== ====== ======
</TABLE>
See accompanying notes.
3
<PAGE>
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheet
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
April 30, October 31,
1996 1995
--------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,894 $ 11,207
Trade receivables, net 22,053 17,717
Inventories 10,606 9,570
Other current assets 1,757 2,734
------- -------
Total current assets 36,310 41,228
------- -------
Property, plant and equipment at cost 47,190 46,597
Less, accumulated depreciation and
amortization 13,587 12,535
------- -------
33,603 34,062
------- -------
Goodwill and other intangibles, net 21,963 14,933
Other assets 1,615 1,769
------- -------
$ 93,491 $ 91,992
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Borrowings under line of credit $ 3,483 $ 1,025
Current installments of long-term debt 794 2,288
Accounts payable 5,552 5,730
Employee compensation, benefits and
severance 5,048 6,978
Other accrued liabilities 9,442 13,596
Income taxes payable 10,089 9,996
------- -------
Total current liabilities 34,408 39,613
------- -------
Long-term debt 48,260 43,490
Other noncurrent liabilities 8,998 10,638
------- -------
Total liabilities 91,666 93,741
------- -------
Stockholders' equity (deficit):
Common stock, $.10 par value 1,165 1,158
Additional paid-in capital 183,960 183,840
Translation adjustments (347) (333)
Accumulated deficit (182,953) (186,414)
------- -------
Total stockholders' equity (deficit) 1,825 ( 1,749)
------- -------
$ 93,491 $ 91,992
======= =======
</TABLE>
See accompanying notes.
4
<PAGE>
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statement of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
April 30,
1996 1995
--------- --------
<S> <C> <C>
Net cash used by operating activities $ (7,358) $ (5,958)
------ ------
Cash flows from investing activities:
Sales of assets and businesses 43 121
Unimar acquisition (3,596) -
Proceeds from Progressions Settlement,
recorded as a reduction to goodwill 224 -
Sales of temporary investments 31 37
Purchases of property, plant and
equipment (743) (840)
------ ------
Net cash used by investing activities (4,041) (682)
------ ------
Cash flows from financing activities:
Proceeds from line of credit, net 2,458 1,395
Proceeds from long-term note 1,320 -
Payments of current installments of
long-term debt (1,773) (573)
Proceeds from restricted stock and
exercise of warrants and options 81 -
------ ------
Net cash provided by financing activities 2,086 822
------ ------
Net decrease in cash and cash equivalents (9,313) (5,818)
Cash and cash equivalents - beginning of
period 11,207 10,320
------ ------
Cash and cash equivalents - end of period $ 1,894 $ 4,502
====== ======
Cash paid for:
Interest $ 2,399 $ 2,300
====== ======
Income taxes $ 63 $ 129
====== ======
</TABLE>
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
<PAGE>
<PAGE>
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 April 30, 1996 and October 31,
1995 and the consolidated results of its operations for the three- and six-month
periods ended April 30, 1996 and 1995, and its consolidated cash flows for the
six months ended April 30, 1996 and 1995. With the exception of certain
adjustments discussed in Part I, Item 2 under "Settlement of disputes, net,"
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:
<TABLE>
<CAPTION>
April 30, October 31,
1996 1995
--------- -----------
(In thousands)
<S> <C> <C>
Raw materials $ 2,281 $ 2,212
Work-in-process 1,044 1,114
Finished goods 7,281 6,244
------ ------
$10,606 $ 9,570
====== ======
</TABLE>
6
<PAGE>
<PAGE>
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:
<TABLE>
<CAPTION>
April 30, October 31,
1996 1995
--------- -----------
(In thousands)
<S> <C> <C>
10% Senior Subordinated
Secured Notes due 2003 $24,543 $24,816
10-5/8% Convertible Sub-
ordinated Reset Debentures
due 2005 9,217 9,215
HGA term loan 11,009 9,889
HGA Industrial Revenue Bonds - 1,458
12% Notes for Unimar Acquisition
due April 1999 ("Unimar
Notes") 4,000 -
Capitalized leases 285 400
------ ------
49,054 45,778
Less, current installments 794 2,288
------ ------
$48,260 $43,490
====== ======
</TABLE>
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.
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 $331 thousand were included in the
Company's results for the three months ended April 30, 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
<PAGE>
<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.
RESULTS OF OPERATIONS
Three and Six Months Ended April 30, 1996 Compared with Three and Six Months
Ended April 30, 1995.
NET SALES OF PRODUCTS: Net sales of products increased by $2.9 million or 23%
and $3.8 million or 15% for the three and six months ended April 30, 1996,
respectively.
<TABLE>
<CAPTION>
(Dollars in 000's)
Three Months Ended Six Months Ended
April 30, April 30,
------------------------------------ ----------------------------------
% Incr. % Incr.
1996 1995 (Decrease) 1996 1995 (Decrease)
-------------------------- -------- ------ ---- --------
<S> <C> <C> <C> <C> <C> <C>
CVI* $12,158 $10,030 21% $22,228 $19,352 15%
CSI** 3,626 2,824 28% 7,110 6,204 15%
CVP*** - - N/A - 16 N/A
------ ------ ------ ------
$15,784 $12,854 23% $29,338 $25,572 15%
====== ====== ====== ======
</TABLE>
* 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 78%
in the aggregate over the comparable six-month period. Sales of toric lenses to
correct astigmatism, CVI's leading product group, have grown by 34% year to year
and now account for approximately one-half of its sales. These increases were
partially offset by anticipated decreases in sales of more mature product lines.
Net sales of CSI increased 15% in the first six months of fiscal 1996 vs. the
first six months of fiscal 1995. Its gynecology product lines (which include
LEEP(TM) instruments) grew by approximately 24%. The increase was primarily due
to increases in sales of LEEP(TM) instruments which grew 19% and sales of Unimar
and Blairden products which were acquired in April 1996 and June 1995,
respectively. The increased sales of gynecology products were offset primarily
by reduced sales of endoscopy and other nonstrategic products. CSI's sales mix
continued to shift toward its gynecology product line, which accounted for more
than 75% of its sales.
8
<PAGE>
<PAGE>
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:
<TABLE>
<CAPTION>
(Dollars in 000's)
Three Months Ended Six Months Ended
April 30, April 30,
----------------------------------- ---------------------------------
% Incr./ % Incr./
1996 1995 (Decrease) 1996 1995 (Decrease)
-------------------------- -------- ------ ---- --------
<S> <C> <C> <C> <C> <C> <C>
Net patient
revenue $10,991 $10,440 5% $19,686 $20,432 (4%)
Management
fees - 500 - - 1,000 -
------ ------- ------ -------
$10,991 $10,940 -% $19,686 $21,432 (8%)
====== ====== ====== ======
</TABLE>
Net patient revenue increased by $551 thousand, or 5%, and decreased by $746
thousand, or 4%, vs. the second quarter and first half of 1995, respectively.
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. Since the changeover,
Hampton's revenue has improved in each subsequent month. Management fees in 1995
resulted from a contract to manage three psychiatric facilities. The contract
expired by its terms 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:
<TABLE>
<CAPTION>
Margin % Margin %
Three Months Ended Six Months Ended
April 30, April 30,
------------------ --------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
CVI 76 73 76 73
CSI 52 52 51 51
Consolidated 71 68 70 67
</TABLE>
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.
9
<PAGE>
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
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 $1 million, or 9%, of net
service revenue in the second quarter of 1996 and $549 thousand, or 3%, in the
first half of 1996. The corresponding profits were $677 thousand, or 6% of net
service revenue, and $1.1 million, or 5%, in the three- and six-month periods
ended April 30, 1995, respectively. The decreased percentage of profit for the
six months ended April 30, 1996, is primarily attributable to a reduction in
revenue explained above, partially offset by a $1.2 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:
<TABLE>
<CAPTION>
(Dollars in 000's)
Three Months Ended Six Months Ended
April 30, April 30,
------------------------------ ---------------------------------
% Incr. % Incr.
1996 1995 (Decr.) 1996 1995 (Decr.)
------ ------ ----- -------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
CVI $ 4,353 $ 3,941 10% $ 8,516 $ 7,818 9%
CSI 1,433 1,336 7% 2,714 2,679 1%
CVP - 24 N/A - 37 N/A
Corporate/
Other 1,799 1,615 11% 3,114 2,997 4%
------ ------ ------ ------
$ 7,585 $ 6,916 10% $14,344 $13,531 6%
====== ====== ====== ======
</TABLE>
SG&A expenses for the three- and six-month periods have increased 10% and 6%
from the prior year's three- and six-month periods, respectively, largely as a
result of the higher costs associated with higher sales of products, including
incremental costs in the second quarter of 1996 associated with the newly
acquired Unimar business.
RESEARCH AND DEVELOPMENT EXPENSE: Research and development expense was $316
thousand and $593 thousand for the three and six months ended April 30, 1996,
respectively. The comparable prior year research and development expense was
$808 thousand and $1.9 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 $387 thousand decrease
at CSI is primarily related to the discontinuation in May 1995 of the
development and evaluation of a thermal endometrial ablation technology.
10
<PAGE>
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
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 168% and $3.3 million or 131% for
the three and six months, respectively. Income (loss) from operations by
business unit and corporate was as follows:
<TABLE>
<CAPTION>
(Dollars in 000's)
Three Months Ended Six Months Ended
April 30, April 30,
---------------------------------- ----------------------------------
Incr. Incr.
1996 1995 (Decr.) 1996 1995 (Decr.)
-------- -------- ------ ------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
CVI $ 4,651 $ 3,066 $ 1,585 $ 7,880 $ 5,660 $ 2,220
CSI 281 (179) 460 573 (244) 817
CVP (6) (379) 373 (11) (883) 872
HGA 948 622 326 446 956 (510)
Corporate/
Other (1,799) (1,612) (187) (3,114) (2,991) (123)
------ ------ ------ ------ ------ ------
$ 4,075 $ 1,518 $ 2,557 $ 5,774 $ 2,498 $ 3,276
====== ====== ====== ====== ====== ======
</TABLE>
SETTLEMENT OF DISPUTES: In the first six 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 six months of 1996 of which $223 thousand has been credited to settlement
of disputes. In the first six months of 1995, the Company recorded a credit of
$468 thousand resulting from 1) adjustments to certain estimated accruals for
disputes no longer required and 2) the recording of a portion of the settlement
of certain other disputes.
INTEREST EXPENSE: The increase in interest expense for the three- and six-month
periods ended April 30, 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.
11
<PAGE>
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PROVISION FOR INCOME TAXES: The provision for income taxes in the three and six
months ended April 30, 1996 and 1995 reflects primarily state income and
franchise taxes.
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 condition stabilized significantly in fiscal 1995 and
this trend continued as the Company recorded a 131% improvement in operating
income, to $5.8 million in the first six months of 1996 v. $2.5 million in the
first six months of 1995. Also, with net income of $2.8 million in the second
quarter 1996, the Company returned to a positive stockholders' equity position.
As expected, $7.4 million of cash was used by operating activities in the first
six months of 1996. Operating cash flow improved to a positive $400 thousand in
the second quarter from the $7.8 million used in the first quarter, which is
typically the Company's weakest cash flow quarter. The primary uses of cash in
operating activities in the six-month period included payments of $4.4 million
associated with the settlement of certain disputes, payments totaling $2.0
million to fund fiscal 1995 entitlements under the Company's annual bonus plans
and increased investments in receivables and inventory of approximately $4.2
million in the aggregate. Of the $3.6 million increase in receivables, $2.8
million occurred at Hospital Group of America ("HGA"). A shift in payor mix
resulted in a larger percentage of revenue being generated from typically
slower-paying state agencies. In addition, a 26% increase in HGA revenue in the
second quarter vs. the first quarter of 1996 contributed to the increased
receivable balance. Approximately $820 thousand has been paid in the first six
months of 1996 related to restructuring costs accrued in fiscal 1995. The $600
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
$331 thousand of revenue 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 six 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.
12
<PAGE>
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
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 $1.00 to $1.10 per share, which includes an anticipated beneficial effect
of a deferred tax benefit of 20 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.
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 its strong second
quarter performance, the turnaround at Hampton Hospital and the addition of its
new outpatient clinics.
13
<PAGE>
<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 Earnings Per Share.
27 Financial Data Schedule.
</TABLE>
(b) The Company filed the following report on Form 8-K during the period from
February 1, 1996 to April 30, 1996.
<TABLE>
<CAPTION>
Date
of Report Item Reported
<S> <C>
March 5, 1996 Item 5. Other Events.
</TABLE>
14
<PAGE>
<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.
The Cooper Companies, Inc.
-----------------------------------
(Registrant)
Date: June 10, 1996 /s/ Robert S. Weiss
-----------------------------------
Executive Vice President, Treasurer
and Chief Financial Officer
15
<TABLE>
STATEMENT OF DIFFERENCES
<S> <C>
The registered trademark symbol shall be expressed as .................... (R)
The trademark symbol shall be expressed as ............................... (TM)
</TABLE>
<PAGE>
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Index of Exhibits
<TABLE>
<CAPTION>
Exhibit No. Page No.
<S> <C> <C>
11 Calculation of Earnings Per Share.
27 Financial Data Schedule.
</TABLE>
16
<PAGE>
<PAGE>
Exhibit 11
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Calculation of Earnings Per Share
(In thousands, except per share figures)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
1996 1995 1996 1995
-------- -------- ------- ------
<S> <C> <C> <C> <C>
Primary:
Net income $ 2,809 $ 605 $ 3,461 $ 880
====== ====== ====== ======
Weighted average
number of common
shares outstanding 11,653 11,373 11,630 11,372
Contingently issuable
shares 71 218 85 220
------ ------ ------ ------
Weighted average
number of common and
common equivalent
shares outstanding for
earnings per share 11,724 11,591 11,715 11,592
====== ====== ====== ======
Earnings per share $ .24 $ .05 $ .30 $ .08
====== ====== ====== ======
Fully Diluted:
Net income $ 2,809 $ 605 $ 3,461 $ 880
====== ====== ====== ======
Weighted average
number of common
shares outstanding 11,653 11,373 11,630 11,372
Contingently issuable
shares 166 267 147 272
------ ------ ------ ------
Weighted average
number of common and
common equivalent
shares outstanding for
earnings per share 11,819 11,640 11,777 11,644
====== ====== ====== ======
Earnings per share $ .24 $ .05 $ .29 $ .08
====== ====== ====== ======
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
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