COOPER COMPANIES INC
8-K, 1997-02-25
OPHTHALMIC GOODS
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                       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): February 25, 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)






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ITEM 5. OTHER EVENTS.

On February 25, 1997, The Cooper Companies, Inc. (the "Company") issued a press
release announcing its first 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.

<TABLE>
<CAPTION>
Exhibit
  No.                 Description

<S>                   <C>
 99.1                 Press Release dated February 25, 1997 of The Cooper Companies, Inc.
</TABLE>




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                                    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:  February 25, 1997




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                                  EXHIBIT INDEX


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<CAPTION>

Exhibit                                                                 Sequentially
  No.          Description                                              Numbered Page

<S>           <C>                                                        <C>
 99.1         Press Release dated February 25, 1997 of The Cooper
              Companies, Inc.
</TABLE>


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CONTACT:

NORRIS BATTIN
THE COOPER COMPANIES, INC.
714-597-4700
714-673-4299

FOR IMMEDIATE RELEASE


                   COOPER COMPANIES' FISCAL 1997 FIRST QUARTER
                      OPERATING INCOME UP 142% ON 28% REVENUE INCREASE;
                          EPS 28 CENTS VERSUS SIX CENTS


IRVINE, Calif., February 25, 1997 --The Cooper Companies, Inc., (NYSE/PSE:COO)
today reported financial results for the first quarter of fiscal 1997.

For the three months ended January 31, 1997, the Company reported net income of
$3.3 million, or 28 cents per share, compared with $652 thousand, or six cents
per share, in the first quarter of fiscal 1996. Income from operations more than
doubled to $4.1 million from $1.7 million.

Excluding tax benefits of four cents per share in this year's first fiscal
quarter, and a credit of one cent per share from settlements of disputes in last
year's first quarter, earnings per share increased to 24 cents per share from
five cents per share.

Revenue for the quarter was $28.4  million,  compared  with $22.2 million in the
first quarter of 1996, a 28% increase.

Commenting on the first quarter's performance, A. Thomas Bender, President and
Chief Executive Officer, said, "I'm pleased that 1997 is off to such a strong
start. We exceeded our expectations in our traditionally lowest seasonal quarter
of the year.

"I remain comfortable with the previous estimate of $1.55 to $1.65 per share,
including an estimated 15 cents per share deferred tax benefit, for the full
fiscal year. Also, in each of the next two years, we expect earnings per share
to grow in the neighborhood of 40%, excluding tax benefits.



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"Each of our operating businesses had solid revenue growth compared with last
year's first quarter. CooperVision (CVI), the contact lens business, grew more
than 20%. CooperSurgical (CSI), the gynecology products business, benefiting
from the acquisition of Unimar late in the second quarter last year, increased
more than 35%. Hospital Group of America (HGA), the mental health services
group, grew more than 30%, with Hampton Hospital strongly favorable to last
year, when we were just beginning to operate with our own clinical services
management. In addition, operating margins improved in each business unit."

Business Unit Performance

                    P&L OPERATING HIGHLIGHTS BY BUSINESS UNIT
                     Quarter Ended January 31, 1997 and 1996
                                ($'s in Millions)

<TABLE>
<CAPTION>

                         Revenue                                 Operating Income
                  1997     1996    % Inc.    1997     1996    % Inc.    % Rev 97   % Rev 96
                  -----------------------    ----------------------------------------------
<S>               <C>      <C>       <C>      <C>     <C>       <C>         <C>        <C>
CVI               $12.2    $10.0     21%      $4.4    $3.2      37%         36%        32%
CSI                 4.8      3.5     38%       0.4     0.3      43%          9%         8%
HGA                11.4      8.7     31%       0.6    (0.5)      NA          5%        (6%)
                   ----    -----     ---       ---     ---    -----         ---        ---
   Subtotal        28.4     22.2     28%       5.4     3.0      81%         19%        14%
                   ----     ----     ---       ---     ---    -----         ---        ---
HQ expense                                    (1.3)   (1.3)     --
                                               ---     ---    ----
TOTAL             $28.4    $22.2     28%      $4.1    $1.7     142%         14%         8%
                   ====     ====     ===       ===     ===     ====         ===        ===
</TABLE>

Comparisons in the following business unit discussions refer to the first
quarter of fiscal 1997 versus the first quarter of fiscal 1996.

CooperVision

CooperVision delivered a strong first quarter. Sales grew 21%, operating income
rose 37% and the operating margin improved to 36% from 32%. First quarter sales
are traditionally CVI's seasonally lowest quarter.

CVI's line of toric contact lenses to correct astigmatism drove the growth,
increasing 47% and accounting for 53% of total sales, up from 44% last year.

Continuing to expand its presence in the contact lens market, CVI has recently:

    Signed an agreement with Rohto Pharmaceutical, Ltd., to market, after
    regulatory approval, CVI's full line of contact lenses in Japan. Rohto is a
    leading manufacturer of contact lens care products and the largest supplier
    of nonprescription ophthalmic products in Japan.

    Acquired, subject to the approval of the Federal Trade Commission, a line
    of opaque contact lenses called Natural Touch(R) from Wesley-Jessen
    Corporation. These products complement CVI's strategy of serving specialty
    contact lens market niches with high quality products.

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    Signed a cooperative marketing agreement with Humphrey Instruments, a
    division of Carl Zeiss, Inc., the world leader in ophthalmic diagnostic
    instrumentation.

    Launched a line of monthly planned replacement spherical lenses in Canada,
    strengthening our leadership position in the market with an entry that now
    allows us to compete in all market segments.

    Obtained Industrial Revenue Bond financing at favorable interest rates for
    building expansion and capital improvements at the Scottsville, New York,
    manufacturing facility, effectively doubling the production capacity of the
    site.

During 1997, CooperVision plans to continue expanding its line of lenses in
North America by introducing four new products, three in segments where we
currently do not now compete. Over a third of CVI's 1997 business will be
generated by new products introduced since 1995.

CooperSurgical

Led by the Unimar and RUMI products acquired in the past two years,
CooperSurgical's sales grew 38%, operating income increased 43% and operating
margins improved as these new products were efficiently integrated into the
business.

In December, the RUMI product line was enhanced when the U. S. Food and Drug
Administration cleared CSI to market the patented KOH Colpotomizer that
overcomes several current limitations in minimally invasive hysterectomies and
provides surgeons with another operative alternative.

Commenting on CSI's performance, Bender said, "Sales of gynecology products
increased 64% during the quarter. CooperSurgical has definitely become a strong
competitor in the gynecology market and by 1998, I expect that CSI will sell
more than $35 million annually of gynecological products.

"CSI is continuing to execute its strategy of consolidating the gynecology
market through acquisition, while continuing to generate new gynecology products
internally."

Hospital Group of America

With the strong recovery of Hampton Hospital after the transition to its own
clinical services management during the first quarter of fiscal 1996, HGA's
revenue increased 31% and operating income turned positive.





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                            HOSPITAL GROUP OF AMERICA

                            Selected Statistical Data
                         Three Months Ended January 31,
<TABLE>
<CAPTION>

                                            1997         1996        % Change
                                            ----         ----        --------
<S>                                          <C>          <C>          <C>
        Licensed inpatient beds              269          269             -
        Inpatient admissions               1,454        1,062           37%
        Total inpatient days              16,439       13,795           19%
        Average length of stay (days)       11.2         13.0          (14%)
        Total outpatient visits           15,216        9,788           55%
</TABLE>

The growth in outpatient visits coupled with the decline in average length of
stay reflects HGA's ability to provide the continuum of care required by third
party payers. During the quarter, HGA also secured contracts to manage one
inpatient unit and four day treatment/outpatient facilities.

In March, HGA will open The Midwest Center for Youth and Families, a residential
treatment center. This subacute facility supports HGA's Hartgrove Hospital with
stepped-down, cost-effective care for adolescent patients.

Mark Russell, HGA's president, was recently elected to the board of directors of
the National Association of Psychiatric Health Systems.

Tax Benefits and Settlements of Disputes

Fiscal 1997 first quarter results include tax benefits of $505 thousand or four
cents per share. Approximately $200 thousand of this reflects the reversal of
tax accruals no longer required, with the balance representing the recording of
an additional reduction of the deferred tax asset valuation allowance, based on
management's belief that the Company's future results will continue to compare
favorably with those of the prior year. Fiscal 1996 first quarter results
included a credit of $167 thousand reflecting the settlement of various disputes
with the former owner of HGA.

Forward-Looking Statements and Business Outlook

This press release contains projections and other forward-looking statements
regarding the Company's results and prospects. 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, new competitive inroads, costs to integrate acquisitions, decisions to
invest in research and development projects, regulatory and other delays on new
products and programs, unexpected changes in reimbursement rates and payer mix,
unforeseen litigation, decisions to divest businesses and the cost of
acquisition activity, particularly if a large

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acquisition is not completed. Future results are also dependent on each business
unit meeting specific objectives. At CooperVision, 1997 sales and operating
income are expected to grow at mid-teens percentages as it continues to gain
market share in the toric segment of the global contact lens market.
CooperSurgical is expected to continue to benefit from the 1996 acquisition of
Unimar and 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. We expect HGA
revenues and operating income in 1997 to achieve double-digit growth through new
outpatient clinics, geriatric programs and lower cost residential treatment
services, assuming that patient revenue and operating expenses can continue
successfully to adjust to changes in third party reimbursement rates for
psychiatric care. We expect the Company's consolidated revenue and operating
income to grow by more than 15% and 30%, respectively, in 1997 and anticipate
earnings per share in the range of $1.55 to $1.65 including a deferred tax
benefit of about 15 cents per share.

The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market
specialty healthcare products and services. CooperVision, Inc., located in
Irvine, Calif., with manufacturing facilities in Huntington Beach, Calif.,
Rochester, N. Y., and Ontario and Quebec, Canada, markets a broad range of
contact lenses for the vision care market.

CooperSurgical, Inc., located in Shelton, Conn., markets diagnostic and surgical
instruments, equipment and accessories for the gynecological market. Hospital
Group of America, Inc. provides psychiatric services through hospitals and
satellite locations in New Jersey, Delaware and Illinois.

NOTE: An interactive telephone system that provides stock quotes, recent press
releases, and financial data may be reached toll free at 1-800-334-1986. Press
releases and selected financial data are also available at www.coopercos.com on
the Internet.

Preference Toric'tm', KOH Colpotomizer System'tm', RUMI'tm', and Unimar'r' are
trademarks or service marks of The Cooper Companies, Inc., its subsidiaries or
affiliates.




                          (FINANCIAL STATEMENTS FOLLOW)




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                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                   Consolidated Condensed Statements of Income
                    (In thousands, except per share figures)
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                      January 31,
                                                               1997               1996
                                                            ----------           -------
<S>                                                          <C>                 <C>     
Net sales of products                                        $ 17,027            $ 13,554
Net service revenue                                            11,349               8,695
                                                           ----------            ---------
   Net operating revenue                                       28,376              22,249
                                                           ----------            ---------
Cost of products sold                                           5,031               4,141
Cost of services provided                                      10,682               9,146
Selling, general and administrative expense                     7,946               6,759
Research and development expense                                  324                 277
Amortization of intangibles                                       288                 227
                                                           ----------            ---------
Income from operations                                          4,105               1,699
                                                           ----------            ---------
Credit for settlement of disputes, net                             --                 167
Interest expense                                                1,229               1,294
Other income, net                                                  20                  105
                                                           ----------            ---------
Income before income taxes                                      2,896                 677
Provision for (benefit of) income taxes                          (414)                 25
                                                           ----------            ---------

Net income                                                 $    3,310          $      652
                                                            =========            ========

Earnings per share                                         $     0.28          $     0.06
                                                            =========            ========

Average number of common shares used to
  compute earnings per share                                   11,880              11,707
                                                            =========            ========
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                   THE COOPER COMPANIES, INC. AND SUBSIDIARIES
                      Consolidated Condensed Balance Sheets
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         January 31,      October 31,
                                                            1997             1996
                                                       --------------     -----------
<S>                                                      <C>             <C>       
                 ASSETS

Current assets:
  Cash and cash equivalents                             $    2,636       $    6,837
  Trade receivables, net                                    22,315           21,650
  Inventories                                               11,000           10,363
  Other current assets                                       4,565            3,645
                                                         ---------         --------
       Total current assets                                 40,516           42,495
                                                          --------         --------
Property, plant and equipment, net                          36,219           34,674
Intangibles, net                                            21,481           21,468
Other assets                                                 4,592            4,272
                                                         ---------         --------
                                                          $102,808         $102,909
                                                         =========         ========


      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Short-term debt                                      $     2,436      $       844
  Other current liabilities                                 29,809           32,464
                                                         ---------         --------
       Total current liabilities                            32,245           33,308
                                                         ---------         --------

  Long-term debt                                            47,544           47,920
  Other liabilities                                          4,344            6,351
                                                         ---------        ---------
       Total liabilities                                    84,133           87,579
                                                         ---------         --------
Stockholders' equity                                        18,675           15,330
                                                         ---------         --------
                                                          $102,808         $102,909
                                                         =========         ========
</TABLE>

                                     # # # #



              STATEMENT OF DIFFERENCES

The trademark symbol shall be expressed as ...................'tm'
The registered trademark symbol shall be expressed as ........'r'


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