<PAGE>
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 1997
--------------------
THE COOPER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
--------------------
<TABLE>
<S> <C> <C>
Delaware 1-8597 94-2657368
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
</TABLE>
6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588
(Address of principal executive offices)
(510) 460-3600
(Registrant's telephone number, including area code)
================================================================================
<PAGE>
<PAGE>
ITEM 5. OTHER EVENTS.
On May 21, 1997, The Cooper Companies, Inc. (the "Company") issued a press
release announcing its second quarter fiscal year 1997 financial results. This
release is filed as an exhibit hereto and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
No. Description
- ------- -----------
99.1 Press Release dated May 21, 1997 of The Cooper Companies, Inc.
<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 hereunto duly authorized.
THE COOPER COMPANIES, INC.
By /s/ Stephen C. Whiteford
________________________________
Stephen C. Whiteford
Vice President and
Corporate Controller
(Principal Accounting Officer)
Dated: May 21, 1997
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
No. Description Numbered Page
- ------- ----------- -------------
<C> <S> <C>
99.1 Press Release dated May 21, 1997 of The Cooper
Companies, Inc.
</TABLE>
# # # #
STATEMENT OF DIFFERENCES
The trademark symbol shall be expressed as................................'tm'
The registered trademark symbol shall be expressed as......................'r'
<PAGE>
<PAGE>
CONTACT:
NORRIS BATTIN
THE COOPER COMPANIES, INC.
714-597-4700
714-673-4299
FOR IMMEDIATE RELEASE
- ---------------------
COOPER COMPANIES' FISCAL 1997 SECOND QUARTER
OPERATING INCOME UP 54% ON 26% REVENUE INCREASE;
EPS 44 CENTS VERSUS 24 CENTS
IRVINE, Calif., May 21, 1997 - The Cooper Companies, Inc. (NYSE/PSE: COO) today
reported financial results for the second quarter of fiscal 1997.
For the three months ended April 30, 1997, the Company reported net income of
$5.4 million, or 44 cents per share, including 4 cents per share for deferred
tax benefits, compared to $2.8 million, or 24 cents per share, in the second
quarter of 1996 when the Company had not yet recorded any deferred tax benefits.
Operating income increased by 54% from $4.1 million in the 1996 quarter to $6.3
million in 1997. Revenue increased 26% to $33.7 million.
In the first half of fiscal 1997, the Company generated net income of $8.7
million, or 72 cents per share, compared to $3.5 million, or 30 cents per share,
in the comparable 1996 period. The 1997 results include deferred tax benefits of
7 cents per share. During this period, operating income increased by 80% from
$5.8 million in 1996 to $10.4 million in 1997. Revenue for the six-month period
increased 27% to $62.0 million.
Commenting on the second quarter's results, A. Thomas Bender, president and
chief executive officer, said, "I'm pleased to report the Company has delivered
another strong quarter of revenue and earnings. All three of our businesses are
on a pace to meet their targets for fiscal 1997.
"For the full fiscal year, I remain comfortable with the previous estimate of
$1.45 to $1.55 per share, excluding an estimated 15 cents per share for deferred
tax benefits, and with our estimate of $2.00 per share for 1998 before any
deferred tax benefits.
(MORE)
<PAGE>
<PAGE>
"Each of our operating businesses delivered solid revenue growth compared with
last year's second quarter. Sales at CooperVision (CVI), the specialty contact
lens business, grew 22% both for the quarter and year to date.
"Sales at CooperSurgical (CSI), the gynecology products business, increased 59%
and are up 48% for the first half as recent acquisitions and internally
developed new products produced favorable comparisons. Revenue at Hospital Group
of America (HGA), the mental health services group, grew 19% in the second
quarter and is up 24% year to date, with Hampton Hospital strongly favorable to
last year, as HGA's own clinical service management takes hold there."
Business Unit Performance
P&L OPERATING HIGHLIGHTS BY BUSINESS UNIT
Quarter Ended April 30,
($'s in Millions)
<TABLE>
<CAPTION>
Revenue Operating Income
- ------------------------------------ ------------------------------------------
1997 1996 % Inc. 1997 1996 % Inc. % Revenue % Revenue
---- ---- ------ ----- ---- ------ --------- ---------
1997 1996
---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CVI $14.9 $12.2 22% $5.6 $4.7 20% 37% 38%
CSI 5.8 3.6 59% 0.5 0.3 72% 8% 8%
HGA 13.0 11.0 19% 1.6 0.9 70% 12% 9%
---- ---- --- --- --- --- --- --
Subtotal 33.7 26.8 26% 7.7 5.9 30% 23% 22%
---- ---- --- --- --- --- --- ---
HQ expense (1.4) (1.8)
---- ----
TOTAL $33.7 $26.8 26% $6.3 $4.1 54% 19% 15%
===== ===== === ==== ==== === === ===
</TABLE>
Six Months Ended April 30,
($'s in Millions)
<TABLE>
<CAPTION>
Revenue Operating Income
- ------------------------------------ ------------------------------------------
1997 1996 % Inc. 1997 1996 % Inc. % Revenue % Revenue
---- ---- ------ ----- ---- ------ --------- ---------
1997 1996
---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CVI $27.1 $22.2 22% $10.0 $7.9 27% 37% 35%
CSI 10.5 7.1 48% 0.9 0.6 57% 9% 8%
HGA 24.4 19.7 24% 2.2 0.4 402% 9% 2%
---- ---- --- --- --- ---- -- --
Subtotal 62.0 49.0 27% 13.1 8.9 48% 21% 18%
---- ---- --- ---- --- --- --- ---
HQ expense (2.7) (3.1)
---- ----
TOTAL $62.0 $49.0 27% $10.4 $5.8 80% 17% 12%
===== ===== === ===== ==== === === ===
</TABLE>
CooperVision
CooperVision's second quarter reflected continuing successful execution of its
strategy to strengthen its position in the specialty contact lens market through
acquisition and internal new product development.
(MORE)
<PAGE>
<PAGE>
In April, the Company completed the acquisition in the United States of the
Natural Touch line of opaque lenses from Wesley-Jessen Corporation. Natural
Touch, a line of lenses with the ability to change the appearance of the color
of the eye, had sales of approximately $7 million in the 12-month period
preceding the acquisition, which is approximately 20% of the market for opaque
lenses in the United States.
Year to date, sales of toric lenses to correct astigmatism have increased 38%,
and now represent 52% of CVI's business. The products that CVI most actively
markets, Hydrasoft, Preference Toric, Preference and Natural Touch, have grown
38% year to date and together now represent about 70% of the unit's sales.
Nearly 40% of CVI's sales in the first half of 1997 have been generated by new
products developed internally over the last five years. During the second
quarter, CVI introduced a new planned replacement lens in Canada and, by the end
of the calendar year, plans to introduce in the United States two other
specialty products into market segments it does not currently serve.
CooperSurgical
CooperSurgical, the Company's gynecological products business, continued to show
strong results as sales grew 59% and operating income rose 72% during the second
quarter. These increases reflect the acquisitions of Unimar, Inc., the RUMI line
of products, and, recently, Marlow Surgical Technologies, Inc., in addition to
sales of internally developed new products. Year to date, CSI sales have
increased 48% with operating income growing 57%.
CooperSurgical's business objective is to be a single source supplier of quality
medical devices for gynecology regardless of treatment site. Its strategy is to
consolidate the highly fragmented gynecological device market through
acquisition and internal engineering and development of proprietary products.
In April, the Company acquired Marlow Surgical Technologies, Inc., a privately
held gynecology products company that develops and markets surgical products and
disposable products for reproductive medicine. Marlow is expected to add revenue
of approximately $6 million in its first full year as a part of CSI. As
previously announced, CooperSurgical expects to achieve sales of about $25
million in fiscal 1997.
CSI continues to build its franchise with contemporary technology. Approximately
40% of its revenue for the first half of 1997 has come from products acquired or
developed internally since fiscal 1995.
(MORE)
<PAGE>
<PAGE>
Hospital Group of America
HOSPITAL GROUP OF AMERICA
SELECTED STATISTICAL INFORMATION
<TABLE>
<CAPTION>
3 Months Ended April 30, 6 Months Ended April 30,
1997 1996 % Chg 1997 1996 % Chg
---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Licensed inpatient beds 319* 269 19% 319 269 19%
Inpatient admissions 1,641 1,412 16% 3,095 2,474 25%
Total inpatient days 18,832 16,552 14% 35,277 30,347 16%
Average length of stay (days) 11.3 12.2 -7% 11.3 12.5 -10%
Total outpatient visits 17,935 12,804 40% 33,151 22,592 47%
</TABLE>
*Midwest Center for Youth and Families opened in April 1997, adding 50-bed
capacity.
Revenue at HGA increased 19% for the second quarter and is ahead 24% year to
date. Operating income grew 70% during the quarter and is up over 400% through
six months. Operating statistics for the quarter reflect increases in inpatient
days and outpatient visits. The unit's Hampton Hospital continues to show
improvement since HGA assumed management of its clinical services late in last
year's first quarter.
In April, HGA opened the Midwest Center for Youth and Families, a 50-bed
residential treatment facility in Kouts, Indiana. The facility is affiliated
with HGA's Hartgrove Hospital in Chicago. The Center extends HGA's continuum of
care so that it now includes inpatient, outpatient, day, educational and
residential treatment programs. This wide range of services allows HGA to
compete favorably for managed care business.
During the quarter, HGA's new management services division, which contracts to
manage behavioral health programs, initiated service with two additional
providers in the Chicago area.
Forward-Looking Statements
This press release contains projections and other forward-looking statements
regarding the Company's results and prospects. Projections have not changed from
their most recent prior publication. Actual results could differ materially from
these projections. Factors that could cause or contribute to differences
include: major changes in business conditions and the economy in general, loss
of key members of senior management, new competitive inroads, costs to integrate
acquisitions, dilution to earnings or earnings per share associated with
acquisitions or stock issuance, decisions to invest in research and development
projects, regulatory issues, unexpected changes in reimbursement rates and payer
mix, unforeseen litigation, costs associated with potential debt restructuring,
decisions to divest businesses and the cost of acquisition activity,
particularly if a large acquisition is not completed. Future results are also
dependent on each business unit meeting specific objectives. At CooperVision,
1997 sales and operating income are
(MORE)
<PAGE>
<PAGE>
expected to grow approximately 20% as it continues to gain market share in the
global contact lens market. CooperSurgical is expected to continue to grow 1997
sales and operating income at double-digit rates as the market for gynecologic
procedures is increasingly driven by growth in the population of women over 45
years of age in the United States. The Company expects HGA revenue and operating
income in 1997 to achieve double-digit growth through new outpatient clinics,
geriatric programs, lower cost residential treatment services, and management
services contracts, assuming that patient revenue and operating expenses can
continue successfully to adjust to changes in third party reimbursement rates
for psychiatric care. The Company expects consolidated revenue and operating
income to grow by more than 15% and 30%, respectively, in 1997 and anticipates
earnings per share in the range of $1.45 to $1.55 excluding a deferred tax
benefit of about 15 cents per share. In 1998, Cooper estimates that earnings per
share before any deferred tax benefit will be approximately $2.00.
The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market
specialty healthcare products and provide healthcare services. Corporate offices
are located in Irvine and Pleasanton, Calif. CooperSurgical, Inc., headquartered
in Shelton, Conn., markets diagnostic and surgical instruments, equipment and
accessories for the gynecological market. CooperVision, Inc., headquartered in
Irvine, Calif., with manufacturing facilities in Huntington Beach, Calif.,
Rochester, N. Y., and Toronto, markets a broad range of contact lenses for the
vision care market. Hospital Group of America, Inc. provides psychiatric
services through hospitals in New Jersey, Delaware and Illinois and satellite
locations in those and other states.
A toll free interactive telephone system at 1-800-334-1986 provides the
Company's current stock quote, recent press releases and access to shareholder
services. The Company's Worldwide Web site is located at www.coopercos.com.
Hydrasoft'r', Natural Touch'r', Preference'r', Preference Toric'tm', RUMI'tm'
and Unimar'r' are trademarks or service marks of The Cooper Companies, Inc., its
subsidiaries or affiliates.
(FINANCIALS FOLLOW)
<PAGE>
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Income
(In thousands, except per share figures)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
------------------------ -------------------------
1997 1996 1997 1996
------ -------- ------ ------
<S> <C> <C> <C> <C>
Net sales of products $20,630 $15,784 $37,657 $29,338
Net service revenue 13,033 10,991 24,382 19,686
------- ------- ------- -------
Net operating revenue 33,663 26,775 62,039 49,024
------- ------- ------- -------
Cost of products sold 6,104 4,604 11,135 8,745
Cost of services provided 11,373 9,991 22,055 19,137
Selling, general and admin-
istrative expense 9,094 7,585 17,040 14,344
Research and development
expense 414 316 738 593
Amortization of intangibles 404 204 692 431
------- ------- ------- -------
Income from operations 6,274 4,075 10,379 5,774
------- ------- ------- -------
Interest expense 1,255 1,268 2,484 2,562
Other income (expense), net (77) 133 (57) 405
------- ------- ------- -------
Income before income taxes 4,942 2,940 7,838 3,617
Provision for (benefit of) income taxes (431) 131 (845) 156
------- ------- ------- -------
Net income $ 5,373 $ 2,809 $ 8,683 $ 3,461
======== ======= ======= =======
Earnings per share $ 0.44 $ 0.24 $ 0.72 $ 0.30
======== ======= ======= =======
Number of shares used to compute
earnings per share 12,229 11,724 12,052 11,715
====== ====== ====== ======
</TABLE>
(MORE)
<PAGE>
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
April 30, October 31,
1997 1996
---------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,538 $ 6,837
Trade receivables, net 26,445 21,650
Inventories 13,700 10,363
Other current assets 4,195 3,645
--------- ---------
Total current assets 45,878 42,495
-------- --------
Property, plant and equipment, net 37,505 34,674
Intangibles, net 38,053 21,468
Other assets 7,746 4,272
--------- ---------
$129,182 $102,909
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 964 $ 844
Notes payable 6,340 -
Other current liabilities 34,080 32,464
-------- --------
Total current liabilities 41,384 33,308
-------- --------
Long-term debt 45,592 47,920
Other liabilities 4,205 6,351
--------- ---------
Total liabilities 91,181 87,579
-------- --------
Stockholders' equity 38,001 15,330
-------- --------
$129,182 $102,909
======== ========
</TABLE>
<PAGE>
