<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): December 11, 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 December 11, 1997, The Cooper Companies, Inc. (the "Company") issued a press
release announcing its fourth quarter and 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 December 11, 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: December 12, 1997
STATEMENT OF DIFFERENCES
The British pound sterling sign shall be expressed as ..................'L'
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
No. Description Numbered Page
99.1 Press Release dated December 11, 1997 of The Cooper
Companies, Inc.
<PAGE>
<PAGE>
CONTACT:
NORRIS BATTIN
THE COOPER COMPANIES, INC.
(888) 822-2660 OR
(714) 673-4299
E-MAIL: [email protected]
FOR IMMEDIATE RELEASE
THIRTY PERCENT REVENUE GAINS DRIVE STRONG FOURTH QUARTER AND
FISCAL YEAR RESULTS FOR THE COOPER COMPANIES
OPERATING INCOME GROWS 53%
IRVINE, Calif., Dec. 11, 1997 -- The Cooper Companies, Inc. (NYSE:COO)
today reported results for its 1997 fourth quarter and fiscal year ended
October 31, 1997.
Revenue for the fourth quarter of 1997 was $40.5 million, 30% above the
$31.2 million reported in the fourth quarter of 1996. For the 1997 fiscal year,
revenue increased 30% to $141.5 million versus $109.1 million in fiscal 1996.
Income from operations in the fourth quarter of 1997 was $8.0 million,
43% above the $5.6 million reported the fourth quarter of 1996. For fiscal 1997,
income from operations rose 53% to $25.8 million from $16.8 million in 1996.
Net Income
Fourth quarter net income was $15.5 million or $1.02 per share in 1997
and $8.5 million or 72 cents per share in 1996. Three significant nonoperational
items are included in net income:
1. Net tax benefits of $24.7 million or $1.63 per share versus $4.0
million or 34 cents per share in 1996. In the fourth quarter of 1996, the
Company, following generally accepted accounting principles, began recording
income tax benefits associated with its net operating loss carryforwards. The
1997 benefit is significantly higher than the 1996 benefit because the Company's
results and future prospects continue to improve significantly, allowing
management to record a higher level of deferred tax assets, resulting in
increased tax benefits.
(more, more)
<PAGE>
<PAGE>
2. A charge to discontinued operations of $18 million relating to a
settlement made in 1993 with Medical Engineering Corporation (MEC). As part of
this settlement, the Company agreed to annual payments each December through
2003. Payments due over a five-year period beginning December 1999 totaling $18
million are contingent on the Company having positive pretax income and are
capped at the lower of a stated amount or 50% of that year's pretax income. With
the Company anticipating increasingly favorable future results, management
concluded that it is now probable that the $18 million will be due to MEC.
3. A gain of $1 million associated with retiring debt early using the
proceeds of the Company's follow-on offering of 2.3 million shares of its common
stock in July 1997.
Excluding these three items, 1997 fourth quarter income was $7.8
million, 76% above the corresponding amount of $4.4 million reported in 1996, or
51 cents per share versus 37 cents per share in the fourth quarter of 1996, a
38% increase. The number of shares used to compute per share amounts in the
fourth quarter of 1997 increased 28% to 15.2 million from 11.8 million in the
1996 fourth quarter, primarily due to the new shares issued.
For fiscal 1997, the Company reported net income of $31.4 million or
$2.40 per share versus $16.6 million or $1.41 per share in 1996 with 11% more
shares used to calculate per share amounts. The improved results reflect solid
operational growth and also the nonoperational items discussed above, including
the full year net tax benefit of $26.6 million or $2.03 per share in 1997 and
$4.5 million or 38 cents per share in 1996.
Excluding the impact of the net tax benefits, the charge to discontinued
operations and the extraordinary gain, income for fiscal 1997 increased 80% to
$21.8 million, or $1.67 per share, from $12.1 million, or $1.03 per share in
1996. The per share amount increased 62%, on 11% more average shares outstanding
in 1997.
Operating Results
Commenting on operating results, A. Thomas Bender, president and chief
executive officer, said, "Each of our businesses closed out the year with
impressive fourth quarter growth in revenue and operating income. For the year,
our core medical device businesses each grew their revenue at a record pace with
CooperVision up 31% and CooperSurgical up 44%. Hospital Group of America
exceeded our expectations for 1997 top line performance, growing 23% over last
year.
"The quarterly operating income increase reflects our strong revenue
growth combined with favorable product mix changes and manufacturing
efficiencies at CooperVision and CooperSurgical and improved utilization of the
HGA facilities."
(more, more)
<PAGE>
<PAGE>
Business Unit Performance
P&L OPERATING HIGHLIGHTS BY BUSINESS UNIT
Quarter Ended October 31,
($'s in millions)
<TABLE>
<CAPTION>
Revenue Operating Income
- ------------------------------------------------------- --------------------------------------------------
% % %Revenue %Revenue
1997 1996 Inc. 1997 1996 Inc. 1997 1996
---- ----- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CVI $19.1 $13.7 39% $6.9 $5.6 24% 36% 41%
CSI 7.1 5.1 39% 0.7 0.6 13% 10% 12%
HGA 14.3 12.4 15% 1.9 1.3 43% 13% 11%
--------- ---- --- ---- ---- --- --- ----
Subtotal 40.5 31.2 30% 9.5 7.5 26% 23% 24%
--------- ---- --- ---- ---- --- --- ----
HQ expense (1.5) (1.9)
---- ----
TOTAL $40.5 $31.2 30% $8.0 $5.6 43% 20% 18%
========= ===== === ==== ==== === === ====
</TABLE>
Twelve Months Ended October 31,
($'s in Millions)
<TABLE>
<CAPTION>
Revenue Operating Income
- ------------------------------------------------------- --------------------------------------------------
% % %Revenue %Revenue
1997 1996 Inc. 1997 1996 Inc. 1997 1996
---- ----- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CVI $64.0 $48.9 31% $23.1 $19.1 21% 36% 39%
CSI 24.8 17.2 44% 2.5 1.6 49% 10% 10%
HGA 52.7 43.0 23% 6.0 2.6 133% 11% 6%
------- ----- --- ------ ------ ---- --- ---
Subtotal 141.5 109.1 30% 31.6 23.3 35% 22% 21%
------- ----- --- ------ ------ --- --- ---
HQ expense (5.8) (6.5)
------- ------
TOTAL $141.5 $109.1 30% $25.8 $16.8 53% 18% 15%
====== ====== === ====== ====== === === ===
</TABLE>
Cooper Vision
Shortly after the end of the 1997 fiscal year, the Company completed the
acquisition of Aspect Vision Care, Ltd. of Southampton, England, a
privately-held manufacturer of high-quality contact lenses sold primarily in the
United Kingdom and other European countries. Cooper paid approximately 'L'30
million, or $51.0 million at the date of the closing in cash and notes, and will
pay an additional amount after 3 years based on performance over that period.
Aspect will operate under its current name and management as a part of
CooperVision (CVI). Aspect Vision's revenues in its first full year with
CooperVision are expected to be approximately $45 to $50 million. The
acquisition is expected to be nondilutive during Aspect's first 12 months as
part of Cooper and highly accretive in the longer term.
(more, more)
<PAGE>
<PAGE>
The Aspect acquisition is the second transaction completed within the
last year that expands CooperVision's global reach. In January, CVI signed an
agreement with Rohto Pharmaceuticals, Ltd., a leading Japanese supplier of
nonprescription ophthalmic products, giving Rohto exclusive marketing rights to
CooperVision's line of products when approved by the Japanese government.
Continued strong growth from the Preference Toric brand led CVI's
year-to-year 39% revenue gain in the fourth quarter. The products that CVI
actively markets -- Hydrasoft, Preference Toric, Preference, Natural Touch and
CooperFlex -- grew 46% during the year and together now represent nearly 70% of
the unit's annual sales.
During 1997, Preference Toric sales grew more than 70%. Sales of all CVI
toric lenses increased 40% during fiscal 1997 and now represent over 50% of
CVI's business.
Sales of CVI's planned replacement products aimed at the fastest growing
segment of the contact lens market grew 55% during the year and represent about
40% of its business.
CVI's fourth quarter operating income margins declined, compared with
the same period in 1996, for two reasons. First, CVI recorded a $350 thousand
accrual for a potential environmental cleanup at one of its locations. Second,
it incurred marketing and sales costs ahead of the expected fiscal 1998 second
quarter launch of its new Frequency-55 monthly disposable sphere and toric
products. CVI will enter a new customer segment with these products:
practitioners who prefer to have their patients replace lenses monthly or more
frequently.
Cooper Surgical
CSI's revenue grew 39% in the fourth quarter and 44% for fiscal 1997 due
to continued strong sales of gynecological devices, especially those from the
acquisitions completed over the past two years: Unimar, Inc., Marlow Surgical
Technologies, and the RUMI product line. Sales of gynecology products grew 56%
over 1996. Operating income increased 49% in fiscal 1997 compared with the
previous year, as revenue grew faster than expenses. Also gross margins on
acquired products improved due to a shift to in-house manufacturing.
CSI recently announced that pending FDA clearance, it plans to introduce
during the first quarter of fiscal 1998, the first in a series of new hardware
and software products using digital imaging to improve the diagnosis and
screening of cancer of the cervix. A formal launch event is planned for the
American College of Obstetricians and Gynecologists meeting in May.
Hospital Group of America
HGA's fourth quarter showed continued strong growth in both revenue and
operating income due largely to continued improvement at Hampton Hospital. For
the year, revenue grew 23% and operating income more than doubled. Operating
income margins in the fourth quarter reached 13%, and exceeded 10% for the year,
above industry norms. HGA's management service division, formed earlier this
year, provides psychiatric management services under seven service contracts.
The division continued to aggressively pursue contracts to manage psychiatric
programs throughout the country during the quarter.
(more, more)
<PAGE>
<PAGE>
In 1997, HGA operating trends continued to show rising inpatient
admissions, a decline in length of stay and increases in outpatient visits
consistent with the trends in the business since 1995.
HOSPITAL GROUP OF AMERICA
Three-Year Trend in Operating Statistics
<TABLE>
<CAPTION>
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Acute Admissions 6,326 5,353 4,782
Residential Admissions 54 0 0
TOTAL 6,380 5,353 4,782
Combined Length of Stay (days) 11.5 11.9 13.0
Acute Average Daily Census 187 175 171
Residential Averge Daily Census* 24 0 0
TOTAL 212 175 171
Outpatient Average Daily Visits 288 172 106
Revenue ($'s millions) $52.7 $43.0 $41.8
Operating Income ($'s millions) $6.0 $2.6 $.9
</TABLE>
*Opened on April 2, 1997
Statements in this press release that are not based on historical fact
may be "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of forward-looking terminology such as "may", "will", "expect",
"estimate", "anticipate", "continue" or similar terms. Certain statements in the
Company's periodic and other filings with the Securities and Exchange
Commission, including all the statements under the headings "Risk Factors" and
"Recent Developments" in the Prospectus and Prospectus Supplement for shares of
the Company's common stock attached as an exhibit to a Form 8-K filed July 23,
1997, constitute cautionary statements identifying important factors that could
cause actual results to differ materially from those contained in the
forward-looking statements. Additional 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, potential foreign exchange exposure, decisions
to invest in research and development projects, dilution to earnings per share
associated with acquisitions or stock issuance, regulatory issues, unexpected
changes in reimbursement rates and payor mix, environmental clean-up costs above
those already accrued, unforeseen litigation and decisions to divest businesses.
Future results are also dependent on each of the Company's business units
meeting specific objectives.
The Cooper Companies, Inc. and its subsidiaries develop, manufacture and
market specialty healthcare products and services. Corporate offices are located
in Irvine and Pleasanton, Calif.
(more, more)
<PAGE>
<PAGE>
CooperVision, Inc., headquartered in Irvine, Calif., with manufacturing
facilities in Huntington Beach, Calif., Rochester, N.Y., Toronto Canada and
Southampton, England, markets a broad range of contact lenses for the vision
care market. CooperSurgical, Inc., headquartered in Shelton, Conn., markets
diagnostic and surgical instruments, equipment and accessories for the
gynecological market. Hospital Group of America, Inc. provides psychiatric
services through facilities in Delaware, Illinois, Indiana and New Jersey and
satellite locations.
NOTE: A toll free interactive telephone system at 1-800-334-1986
provides stock quotes, recent press releases and financial data. The Company's
Internet address is www.coopercos.com.
CooperFlex, Hydrasoft, Preference, Natural Touch, RUMI and Cerveillance
are trademarks of The Cooper Companies, Inc., its subsidiaries or affiliates.
[FINANCIALS FOLLOW]
(more, more)
<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 Years Ended
October 31, Otober 31,
1997 1996 1997 1996
------- ------- ------- ------
<S> <C> <C> <C> <C>
Net sales of products $ 26,161 $18,779 $ 88,769 $66,118
Net service revenue 14,324 12,457 52,704 43,013
-------- ------- -------- -------
Net operating revenue 40,485 31,236 141,473 109,131
-------- ------- -------- -------
Cost of products sold 7,913 5,659 27,325 19,911
Cost of services provided 12,376 11,071 46,538 40,235
Selling, general and administrative expense 11,124 8,090 38,337 29,717
Research and development expense 514 289 1,739 1,176
Amortization of intangibles 550 532 1,745 1,249
-------- ------- -------- -------
Income from operations 8,008 5,595 25,789 16,843
-------- ------- -------- -------
Interest expense 395 1,347 4,214 5,312
Other income, net 172 177 209 584
-------- ------- -------- -------
Income from continuing operations before
income taxes 7,785 4,425 21,784 12,115
(Benefit of) income taxes (24,736) (4,048) (26,606) (4,488)
--------- ------- -------- -------
Income from continuing operations before
extraordinary items 32,521 8,473 48,390 16,603
Loss from sale of discontinued operations (18,000) - (18,000) -
-------- ------- -------- -------
Income before extraordinary items 14,521 8,473 30,390 16,603
Extraordinary items 992 - 992 -
-------- ------- -------- -------
Net income $ 15,513 $ 8,473 $ 31,382 $16,603
======== ======= ======== =======
Earnings per share:
Continuing operations before extraordinary
items $ 2.14 $ 0.72 $ 3.70 $ 1.41
Discontinued operations (1.19) - (1.38) -
Extraordinary items
0.07 - 0.08 -
-------- ------ -------- -------
Earnings per share $ 1.02 $ 0.72 $ 2.40 $ 1.41
======== ====== ======== =======
Number of shares used to compute
earnings per share 15,169 11,820 13,071 11,761
Memo earnings per share data:
Income from continuing operations before
income taxes $ 0.51 $ 0.37 $ 1.67 $ 1.03
======== ====== ======== =======
</TABLE>
(more, more)
<PAGE>
<PAGE>
THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
October 31, October 31,
1997 1996
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 18,249 $ 6,837
Trade receivables, net 27,469 21,650
Inventories 15,096 10,363
Other current assets 7,755 3,645
-------- --------
Total current assets 68,569 42,495
-------- --------
Property, plant and equipment, net 39,523 34,674
Intangibles, net 36,698 21,468
Other assets 30,508 4,272
-------- --------
$175,298 $102,909
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 447 $ 844
Other current liabilities 33,170 32,464
-------- --------
Total current liabilities 33,617 33,308
-------- --------
Long-term debt 9,125 47,920
Other liabilities 21,023 6,351
-------- --------
Total liabilities 63,765 87,579
-------- --------
Stockholders' equity 111,533 15,330
-------- --------
$175,298 $102,909
======== ========
</TABLE>
<PAGE>
