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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JANUARY 31, 1997
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or
[ ] 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: 0-13649
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COOPER LIFE SCIENCES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 94-2563513
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
160 BROADWAY, NEW YORK, NEW YORK 10038
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 791-5362
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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 ___
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As of March 5, 1997, there were 2,145,695 outstanding shares of the
issuers Common Stock, $.10 par value.
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COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
INDEX
PAGE NO.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of
January 31, 1997 and October 31, 1996 3
Consolidated Statements of Operations
For The Three Months Ended
January 31, 1997 and 1996 4
Condensed Statements of Consolidated
Cash Flows For The Three Months Ended
January 31, 1997 and 1996 5
Notes to Consolidated Condensed
Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 6
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 7
Signature 8
Index of Exhibits 9
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COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
JANUARY 31, OCTOBER 31,
1997 1996
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<S> <C> <C>
ASSETS
Cash and cash equivalents $ 4,597 $ 471
Marketable Securities - at market value:
The Cooper Companies, Inc. Common Stock 34,583 30,583
Executone Information Systems, Inc. Common Stock 3,208 2,989
Prepaid expenses and other 55 95
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$ 42,443 $ 34,138
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LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 908 $ 961
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908 961
Stockholders' Equity
Preferred stock - $.10 par value:
6,000,000 shares authorized: none issued -- --
Common stock - $.10 par value: 6,000,000
Authorized -- 6,000,000 shares
Issued -- 2,566,095 shares
Outstanding --
January 31, 1997, 2,159,695 shares
October 31, 1996, 2,172,695 shares 256 256
Additional paid-in capital 78,538 78,538
Unrealized gain on marketable securities 26,868 20,230
Accumulated deficit (61,490) (63,369)
Less: Common stock in treasury - at cost;
January 31, 1997, 406,400 shares
October 31, 1996, 393,400 shares (2,121) (1,962)
Minimum pension liability adjustment (516) (516)
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Total Stockholders' Equity 41,535 33,177
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$ 42,443 $ 34,138
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</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
3
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COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE FIGURES)
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JANUARY 31,
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1997 1996
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<S> <C> <C>
Revenues
Gain on marketable securities $ 1,957 $ --
Interest and other income 70 3
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2,027 3
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Expenses
General and administrative 148 136
Interest -- 40
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Total expenses 148 176
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Income (loss) from operations before
provision for income taxes 1,879 (173)
Provision for income taxes -- --
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Net income (loss) $ 1,879 $ (173)
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Net income (loss) per share $ .83 $ (.08)
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Average number of shares outstanding 2,257 2,113
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</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
4
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COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JANUARY 31,
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1997 1996
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<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,879 $ (173)
Adjustments to reconcile net income (loss) to net
cash (used in) operating activities:
Gain on marketable securities (1,957) --
Depreciation and amortization 1 4
Changes in assets and liabilities:
Decrease in prepaid expenses and other 39 25
(Decrease) increase in accounts payable and other
accrued liabilities (53) 13
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Net cash used in operating activities (91) (131)
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Cash flows from investing activities:
Proceeds from sales of The Cooper
Companies Inc. common stock 4,376 --
Investment in Unistar Gaming Corp. -- (200)
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Net cash provided by (used in) investing activities 4,376 (200)
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Cash flows from financing activities:
Acquisition of treasury stock (159) --
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Net cash used in financing activities (159) --
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Net increase (decrease) in cash and cash equivalents 4,126 (331)
Cash and cash equivalents - Beginning of period 471 341
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Cash and cash equivalents - End of period $ 4,597 $ 10
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SUPPLEMENTAL CASH FLOW INFORMATION:
Cash used to pay interest $ -- $ 40
Cash used to pay taxes $ -- $ --
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
5
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COOPER LIFE SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
JANUARY 31, 1997 AND 1996
NOTE 1. - GENERAL
Cooper Life Sciences, Inc. (the "Company") is not presently engaged in
any business operations and is currently investigating new business
opportunities.
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, 1996 when reviewing this Form 10-Q.
In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of normal
recurring adjustments) considered necessary to present fairly the Company's
consolidated financial position as of January 31, 1997 and October 31, 1996 and
the consolidated results of its operations for the three month periods ended
January 31, 1997 and 1996, and its consolidated cash flows for the three month
periods ended January 31, 1997 and 1996.
NOTE 2. - MARKETABLE SECURITIES
THE COOPER COMPANIES, INC.
At January 31, 1997 and October 31, 1996, the Company owned 1,869,333
shares and 2,127,533 shares, respectively, of the common stock of The Cooper
Companies, Inc. (the "TCC Common Stock"), a Delaware corporation ("TCC"), the
common stock of which is traded on the New York Stock Exchange. The Company has
been selling shares of TCC Common Stock in open market transactions; and subject
to prevailing market conditions, it is the Company's intention to continue to do
so.
EXECUTONE INFORMATION SYSTEMS, INC.
On December 19, 1995, as a result of a merger transaction, the Company
exchanged its equity interest in a development stage company named Unistar
Gaming Corp. for Common and Preferred Stock of Executone Information Systems,
Inc. (the "Executone Common Stock" and the "Executone Preferred Stock"), a
Virginia corporation ("Executone"), the common stock of which trades on the
NASDAQ National Market System.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
References to Notes herein are references to the "Notes to Consolidated
Financial Statements" of the Company located in Item 1 herein.
GENERAL. The Company is not presently engaged in any business operations and is
currently investigating new business opportunities. References to the "Company"
herein shall be deemed to refer to the Company and its consolidated subsidiaries
unless the context otherwise requires.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JANUARY 31, 1997 COMPARED TO
THE THREE MONTHS ENDED JANUARY 31, 1996.
Net income was $1,879,000, or $.83 per share, in the 1997 quarter. There
is no tax expense because of the utilization of the Company's net operating loss
carryforward. Remaining net operating and other tax carryforwards have been
fully reserved. The gain on marketable securities of $1,957,000 represents a
realized gain on the sales of shares of TCC Common Stock during the 1997
quarter.
COSTS AND EXPENSES. Total expense for the three months ended January 31,
1997 was $148,000 as compared to $176,000 for the three months ended January 31,
1996. General and administrative expenses in 1997 increased by $12,000 to
$148,000 from $136,000 in the year ago period. Interest expense decreased by
$40,000 to $-0- due to the repayment of all bank loans.
6
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CAPITAL RESOURCES AND LIQUIDITY:
The Company anticipates that during fiscal 1997, its principal financing
needs will consist primarily of funding its general and administrative expenses
and the acquisition price of one or more new business activities. It may be
anticipated that any such acquisition may require the use by the Company of
shares of the TCC Common Stock and/or shares of the Executone Common Stock which
are owned by it.
Management believes that cash on hand and internally generated funds
will be sufficient to meet its corporate general and administrative, working
capital and other cash requirements during fiscal 1997. The Company may raise
additional cash, if necessary, by sales of shares of TCC Common Stock and/or
shares of Executone Common Stock which are owned by it, depending upon
prevailing market conditions. The Company may obtain additional cash by sales of
its own debt and/or equity securities, and/or by the utilization of the proceeds
of borrowings.
The Company did not have any material capital commitments at January 31,
1997.
INFLATION AND CHANGING PRICES:
The Company has not been materially affected by inflation.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit
Number Description
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27 Financial Data Schedule.
b. A Form 8-K, dated January 10, 1997 was filed by the Company during the
quarter for which this report on Form 10-Q is filed. Reported on said Form 8-K
was Amendment No. 4 to the Company's Rights Plan.
7
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SIGNATURES
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.
COOPER LIFE SCIENCES, INC.
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(REGISTRANT)
Date: March 10, 1997 By: /s/ Steven Rosenberg
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STEVEN ROSENBERG
VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
8
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
- ------ ----------- -----------
27 Financial Data Schedule 10
9
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COOPER
LIFE SCIENCES, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED
JANUARY 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> JAN-31-1997
<CASH> 4,597
<SECURITIES> 37,791
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 1
<TOTAL-ASSETS> 42,443
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 256
0
0
<OTHER-SE> 41,279
<TOTAL-LIABILITY-AND-EQUITY> 42,443
<SALES> 0
<TOTAL-REVENUES> 2,027
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 148
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,879
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,879
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,879
<EPS-PRIMARY> .83
<EPS-DILUTED> .83
<FN>
See the financial statements for an unclassified balance sheet.
</TABLE>
