UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 9, 2008
THE COOPER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8597 | 94-2657368 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588
(Address of principal executive offices)
(925) 460-3600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 7.01. | Regulation FD Disclosure. |
On June 10, 2008, The Cooper Companies, Inc. will make a presentation at an investor meeting. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended.
Internet addresses in the release are for information purposes only and are not intended to be hyperlinks to other The Cooper Companies, Inc. information.
| ITEM 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Investor presentation dated June 10, 2008. | |
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/ Rodney E. Folden | |
| Rodney E. Folden | ||
| Corporate Controller | ||
| (Principal Accounting Officer) | ||
Dated: June 9, 2008
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Investor presentation dated June 10, 2008. | |
 Investor Presentation Exhibit 99.1 |
 2 Forward Looking Statements This presentation contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995, including projections of Cooper’s results. Forward-looking statements necessarily depend on assumptions, data or methods that may be incorrect or imprecise and are subject to risks and uncertainties. Actual results could differ materially from the projections made in this presentation. Additional information concerning factors that could cause material differences can be found in Cooper’s periodic filings with the Securities and Exchange Commission. They are available publicly and on request from Cooper’s investor relations department. |
 Company Overview |
 4 The Cooper Companies The Cooper Companies Global medical products company Develops, manufactures and markets specialty healthcare products through its subsidiaries: CooperVision (CVI) and CooperSurgical (CSI) Headquartered in Pleasanton, CA Total Employees: 7,500 (approx) 30 countries with direct presence CooperVision Global leader in contact lenses Primary offices in US, UK, Japan, Australia Primary manufacturing in US, UK, Puerto Rico 6,900 employees (approx) CooperSurgical Leader in the US Ob-Gyn space Primary office in US Primary manufacturing in US 570 employees (approx) Source: Company reported data Company Overview CooperVision $222.0M 84% CooperSurgical $41.5M 16% Q2 FY2008 Sales |
 5 CVI $188.2M CSI $37.4M CVI $222.0M CSI $41.5M Q2 FY07 Q2 FY08 CVI $698M CSI $109M CVI $734M CSI $125M CVI $796M CSI $155M CVI $913M CSI $167M 2005 2006 2007 2008E* The Cooper Companies FY 2007 Sales: $951M, up 11% CVI up 8% CSI up 24% (9% organic) Non-GAAP EPS*: $2.12 Shares outstanding (diluted): 44.7M Q2 FY 2008 Sales: $263.5M, up 17% YoY CVI up 18% CSI up 11% (9% organic) GAAP EPS: $0.25 Non-GAAP EPS*: $0.49 Shares outstanding (diluted): 47.7M * 2008E represents midpoint of mgmt guidance as of 3/6/08 for $1,060-$1,100M. Confirmed 6/5/08. COO Annual Sales •Excludes non-recurring and other unusual items. A
reconciliation of non-GAAP to GAAP can be found at
www.coopercos/investor COO Quarterly Sales Company Overview |
 6 Note: Per share amounts refer to diluted shares. * As issued on 3/6/08 and confirmed 6/5/08. ** YoY Change to FY08 from FY07 uses the midpoint of the guidance range and
assumes no acquisitions. *** Excludes non-recurring and other unusual items. A reconciliation of non-GAAP to GAAP for FY 2007 can be found at www.coopercos/investor The Cooper Companies $125-$140 FY09 Guidance* N/A 15.5% - 16.5% Operating Margin*** 0% 61% - 63% Gross Margin*** 10% $160 - $170 CapEx N/A N/A 14% 8% 15% YoY Proj. Change** $2.10 - $2.35 Non-GAAP*** $1.40 - $1.85 GAAP $1,060 - $1,100 TOTAL $165 - $170 CSI $895 - $930 CVI FY08 Guidance* Guidance $ in millions, except EPS and percentages |
 7 The Cooper Companies New Products 1-Month SiH (Biofinity ® ) launched in June 2007. FY08 Guidance of $50-70M in sales. Proclear ® 1 Day launched in US and Europe in late 2007. 2-Week SiH (Avaira™) launched in April 2008. FY08 Guidance of $8-10M in
sales. Product Pipeline 1-Month SiH Toric (Biofinity) expected launch in 1Q CY09 2-Week SiH Toric (Avaira) expected launch by end CY09 Proclear 1 Day expected launch in Japan in 1H FY09 Liquidity Convert – $115M convert may be “put” on July 1, 2008 CapEx – Expect $160-170M in FY08, $125-140M in FY09, below $125M in FY10 FCF – Expect to be FCF positive in fiscal 3Q and 4Q, and $50m+ of FCF in FY09 Recent Management Changes Current Topics Name Position Effective Date Eugene Midlock Senior Vice President and CFO Feb. 12, 2008 John Weber President of CVI Feb. 22, 2008 Jeff McLean Executive VP of Commercial Strategies of CVI April 29, 2008 Juan Carlos Aragon President Asia Pacific of CVI May 9, 2008 |
 8 The Cooper Companies The Cooper Companies Consistent double-digit organic revenue growth Gross margin in the low 60’s Operating margin in the low 20’s (post share-based compensation) EPS growth of 15-20% CooperVision Grow at a rate of at least 1.5x global market Become the #2 global contact lens company CooperSurgical Maintain high single-digit organic growth Complete accretive acquisitions and expand within the OR, fertility & in-office
segments Long Term Objectives |
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 10 $188.2M $222.0M $100.0 $110.0 $120.0 $130.0 $140.0 $150.0 $160.0 $170.0 $180.0 $190.0 $200.0 $210.0 $220.0 $230.0 Q2 FY07 Q2 FY08 $698M $734M $796M $913M 2005 2006 2007 2008E* CooperVision CooperVision (CVI) develops, manufactures and markets a broad range of contact lenses for the global market FY 2007 Sales: $796M, up 8% Gen II conversion materially completed Consolidated 21 warehouses in Europe and the US to three distribution centers Q2 FY 2008 Highlights Sales: $222M, up 18% YoY (10% constant currency) Outpaced est. market growth of 6% constant currency Introduced Avaira™ in April; sales of $2.6M in May Biofinity ® sales of $12.4M, up 37% over FQ1 * 2008E represents midpoint of mgmt guidance as of 3/6/08 for $895M - $930M. Confirmed 6/5/08. CVI Annual Sales CVI Quarterly Sales Company Overview |
 11 CooperVision All Major CVI Lens Categories Grew YoY in Fiscal 2Q08 Specialty Toric Sales of $73M, up 8% YoY Multifocal Sales of $14M, up 28% YoY Cosmetic Sales of $4M, up 16% YoY Proclear ® - all day comfort Sales of $60M, up 33% YoY Single-Use Sphere Sales of $39M, up 62% YoY Silicone Hydrogel Biofinity ® sales of $12.4M Avaira™ sales of $114K * Specialty lenses include toric, cosmetic and multifocal lenses. Source: Company reported data CVI Global Soft Lens Sales By Product, 2Q FY2008 Sales by Category Silicone Hydrogel $12M 5% Specialty* $91M 41% Spherical (Single Use) $39M 18% Spherical (Reusable) $81M 36% |
 12 CooperVision All Major CVI Geographies Grew YoY in Fiscal 2Q08 Revenue by geography Americas Sales of $95M, up 10% YoY Europe Sales of $87M, up 20% YoY Asia-Pacific Sales of $40M, up 38% YoY Direct sales office expansion in Asia Pac S. Korea, Singapore, Malaysia, Taiwan China Shanghai in July 2007 Hong Kong in March 2008 Source: Company reported data CVI Global Soft Lens Sales By Region, 2Q FY2008 Sales by Region Americas $95M 43% Europe $87M 39% Asia-Pacific $40M 18% |
 13 United States #1 J&J #2 Cooper #3 Ciba #4 B&L Europe #1 Ciba #2 Cooper #3 J&J #4 B&L Asia/Pac #1 J&J #2 B&L #3 Ciba #4 Cooper Source: Independent Market Research Data / Management estimates 13 Global Market Statistics Global Soft Contact Lens Market By Competitor, Q1 2008 Competitive Dynamics B&L 15% Cooper 16% CIBA 23% JNJ 42% Other 4% |
 14 Global Market Statistics EMEA Asia-Pac 15% Monthly: 28% 2-Week: 57% Daily: 50% Monthly: 12% 2-Week: 38% Daily: Global 27% Monthly: 39% 2-Week: 34% Daily: Source: Management estimates 14 Modality Breakdown Americas 25% Monthly: 65% 2-Week: 10% Daily: |
 15 Global Market Statistics $ in millions (1) At 2008 Budgeted FX Rates * Specialty lenses include toric, cosmetic and multifocal lenses. Source: Company reported data and independent market research 6% 9% 4% $5,392 (1) $7,287 CAGR CY 2007 to CY 2012E 6% (Market) 15 Soft Lens Sales Estimated 5-Year Sales Trend By Product Revised 5/27/08 for 2008 Budgeted FX Rates Spherical (Reusable) $2,239 41% Spherical (Single Use) $1,765 33% Specialty* $1,388 26% Spherical (Reusable) $2,653 36% Spherical (Single Use) $2,741 38% Specialty* $1,893 26% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% CY 2007A CY 2012E |
 16 Global Market Statistics (1) At 2008 Budgeted FX Rates * Europe includes Mideast and Africa Source: Company reported data and independent market research 6% 7% 6% $5,392 (1) $7,287 CAGR CY 2007 to CY 2012E 6% (Market) 16 Soft Lens Sales $ in millions Estimated 5-Year Sales Trend By Region Americas $2,121 39% Asia/Pacific $1,607 30% Europe* $1,664 31% Americas $2,838 39% Asia/Pacific $2,212 30% Europe* $2,237 31% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% CY 2007A CY 2012E Revised 5/27/08 for 2008 Budgeted FX Rates |
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 18 $37.4M $41.5M $2.0 $4.0 $6.0 $8.0 $10.0 $12.0 $14.0 $16.0 $18.0 $20.0 $22.0 $24.0 $26.0 $28.0 $30.0 $32.0 $34.0 $36.0 $38.0 $40.0 Q2 FY07 Q2 FY08 $109M $125M $155M $167M 2005 2006 2007 2008E* CooperSurgical CooperSurgical (CSI) develops, manufactures, and markets medical devices, diagnostic products and surgical instruments for gynecologists and obstetricians Leader of the fragmented US medical device segment of women’s healthcare Holds an estimated 9% share of $1.6B market* Leader of in-office Ob-Gyn products FY 2007 Sales: $155M, up 24% (9% organic) Q2 2008 Highlights Sales: $41.5M, up 11% YoY (9% organic) Success of hospital / OR strategy Sales of products marketed directly to hospitals grew 17% to $12M Represent 29% of CSI's total sales * Source: Wall Street Research. Market includes HPV mgmt, female
sterilization, female incontinence, uterine conditions mgmt, obstetrics,
office instruments & disposables, assisted reproduction, osteoporosis and
patient education. * 2008E represents midpoint of mgmt guidance as of
3/6/08 for $165M - $170M. Confirmed 6/5/08. CSI Annual Sales Company Overview CSI Quarterly Sales |
 19 CooperSurgical CooperSurgical has evolved into a clear leader in the fragmented medical device segment of women’s healthcare due to 4 key factors: Extensive customer base Strong brand awareness Depth and breadth of product offerings Market focus Source: Management Estimates Diversified Product Lines Hospital 29% Fertility Clinic 6% Office 65% Hospital/OR Competitors Estimated Market Share Surgical Sterilization 5 15% Uterine Manipulation 5 50% Trocar Closure Device 2 70% Surgical Site Retractor 3 60% Neonatal Products 4 20% IVF Competitors Estimated Market Share IVF Product 7 30% Office Competitors Estimated Market Share Incontinence 3 60% Colposcopy 4 70% Gyn Office Instruments 10 10% Pap Brush 2 90% Fetal Dopplers & Monitors 5 5% |
 20 CooperSurgical Proven track record of execution & integration Completed 23 acquisitions in the past 10 years Strong focus on increasing margins through management expertise and superior
manufacturing/distribution capabilities Recent acquisitions: $7M $38M Trocar closure systems and pelvic floor reconstruction procedure kits Inlet Medical 2005 Not Material $23M Reusable and disposable trocar access systems NeoSurg 2005 $9M $27M Medical devices that improve the management of the surgical site Lone Star Medical Products 2006 $10M $20M Diagnostic and therapeutic medical instruments primarily for in-office Wallach 2007 Revenues at Acquisition Transaction Size Product Line Company Year Acquisitions |
 In
Summary |
 22 The Cooper Companies Five Key Takeaways 1. New products and healthy pipeline position Cooper to capture market growth 2. Significantly improved manufacturing capacity within CooperVision will support future growth 3. Solid top line growth, improving operating margins and reduced capital requirements will
lead to significant Free Cash Flow 4. Strong focus on the high growth Asia/Pac contact lens market 5. Women’s healthcare franchise delivering solid top-line growth & consistent
FCF Investment Highlights |
 QUESTIONS? |
 24 Contacts: Robert S. Weiss President and Chief Executive Officer Eugene J. Midlock Senior Vice President and Chief Financial Officer Albert G. White III Vice President, Investor Relations & Treasurer Phone: 925-460-3663 Fax: 925-460-3648 Email: awhite@cooperco.com Kim Duncan Director, Investor Relations Phone: 925-460-3663 Fax: 925-460-3648 Email: kduncan@cooperco.com The Cooper Companies Contact Info Corporate Headquarters: 6140 Stoneridge Mall Road, Ste 590 Pleasanton, CA 94588 www.coopercos.com www.coopervision.com www.coopersurgical.com |