================================================================================ 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 16, 2001 THE COOPER COMPANIES, INC. (Exact name of registrant as specified in its charter) 6140 Stoneridge Mall Road, Suite 590, Pleasanton, California 94588 (Address of principal executive offices) (925) 460-3600 (Registrant's telephone number, including area code) ================================================================================
Delaware 1-8597 94-2657368 (State or other jurisdiction (Commission File Number) (IRS Employer Identification No.) of incorporation) ITEM 5. Other Events. On May 16, 2001, The Cooper Companies, Inc. (the "Company") issued a press release announcing that at a recent Deutsche Bank Alex Brown healthcare conference, we outlined the status of new product plans. On May 24, 2001, the Company issued a press release announcing its second quarter fiscal year 2001 financial results. On May 29, 2001, the Company issued a press release announcing its CooperVision unit had completed the acquisition of CL-Tinters. These three press releases are filed as exhibits hereto and are incorporated by reference herein. Any Internet addresses provided in this release are for information purposes only and are not intended to be hyperlinks. Accordingly, no information in any of these Internet addresses is included herein. ITEM 7. Financial Statements and Exhibits. (c) Exhibits.
Exhibit No. Description - ------- ----------- 99.1 Press Release dated May 16, 2001 of The Cooper Companies, Inc. 99.2 Press Release dated May 24, 2001 of The Cooper Companies, Inc. 99.3 Press Release dated May 29, 2001 of The Cooper Companies, Inc. 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 31, 2001 EXHIBIT INDEX STATEMENT OF DIFFERENCES The trademark symbol shall be expressed as..................................'TM' The registered trademark symbol shall be expressed as........................'r'
Exhibit Sequentially No. Description Numbered Page - ------- ----------- ------------- 99.1 Press Release dated May 16, 2001 of The Cooper Companies, Inc. 99.2 Press Release dated May 24, 2001 of The Cooper Companies, Inc. 99.3 Press Release dated May 29, 2001 of The Cooper Companies, Inc.
[LOGO] [THE COOPER COMPANIES LOGO] NEWS RELEASE 21062 Bake Parkway, Suite 200 - ------------ Lake Forest, CA 92630 CONTACT: 888-822-2660 Fax: (949) 597-0662 Norris Battin The Cooper Companies, Inc. ir@coopercompanies.com FOR IMMEDIATE RELEASE COOPER OUTLINES NEW PRODUCT PIPELINE AT DEUTSCHE BANK ALEX BROWN ---------------------------------------------------------------- HEALTHCARE CONFERENCE --------------------- LAKE FOREST, Calif., May 16, 2001-- At a recent Deutsche Bank Alex Brown healthcare conference, A. Thomas Bender, chief executive officer of The Cooper Companies, Inc., (NYSE: COO) outlined the status of new product plans in the Company's contact lens and women's healthcare businesses. "CooperVision, our contact lens unit," said Bender, has a rich pipeline of new products that we plan to introduce over the next two years. The first of these, a lens called Ascend, is scheduled to be launched by the end of our third fiscal quarter this year." Ascend, an aspheric contact lens designed for monthly replacement by patients with near- and farsightedness, will be delivered direct to patients who have received a vision correction prescription from their eye care practitioner. CooperVision (CVI) will bill the practitioner who will, in turn, bill the patient. Neither the practitioner nor an optical distributor will handle the lenses. This system will allow contact lens practitioners to retain contact lens revenue in their practices rather than potentially losing it to alternative suppliers who do not provide vision evaluation services. Patients will initially receive 24 lenses--a year's supply--and CooperVision will notify practitioners when patients should reorder. The second new product, Frequency MTO Toric, is a monthly planned replacement lens that is custom made by CVI for patients who require complex vision correction. Frequency MTO Toric (MTO stands for "made to order") will be the only disposable planned replacement lens available for these patients in a monthly replacement format, the most commonly prescribed replacement cycle for toric contact lenses. Currently, only a quarterly planned replacement lens is available. Frequency MTO Toric will be available in the United States by the end of the third fiscal quarter of 2001. The third upcoming CVI new product, Frequency Enhancements, is scheduled for launch during the second quarter of 2002. This product will complement CVI's new line of opaque contact lenses that change the appearance of the color of the eye. CVI is currently launching its Expressions line of opaque lenses in the United States following a successful launch in Europe, where they are called Frequency Colors. "Frequency Enhancements," said Bender, "accent the natural color of the eye. They will, for example, make a blue eye a more attractive blue or a green eye a prettier green. These are essentially cosmetic lenses for the fashion conscious young women who are their primary customers. Recent market research tells us that less than 15% of women--70 percent of the market--are wearing disposable lenses that enhance the cosmetic beauty of their eye. I think this represents a huge untapped opportunity in the contact lens market." Bender also noted that CVI's Japanese partner, Rohto Pharmaceuticals, has recently received approval to market CVI's line of quarterly planned replacement contact lenses in Japan, the world's second largest contact lens market, and is launching the product this month. "We believe that this is the only line of quarterly planned replacement lenses available in the Japanese market," he added. Additionally, Rohto has recently submitted clinical data to the Japanese regulatory authorities in support of CVI's line of contact lens products recommended for replacement every two weeks, and hopes to launch these products during the latter half of fiscal 2002. "I expect," said Bender, "that CooperVision revenue will grow in the 15 to 20 percent range over the next several years as we launch these new products and continue our global expansion." Bender also reviewed recent new product activity at CooperSurgical (CSI), the Company's women's healthcare unit that markets products used primarily in the obstetrician's and gynecologist's (OB/GYN) office. At the May meeting of the American College of Obstetricians and Gynecologists (ACOG), CSI featured four new products recently added through acquisition or marketing alliances. The first is the MedaSonics line of high quality fetal and vascular handheld Dopplers including the TRIA Doppler released in October 1999 to physician offices, clinics and hospitals. Fetal Dopplers detect fetal life and viability as early as nine weeks and are a standard of care for monitoring gestation. Vascular Dopplers are used to locate blood vessels, determine venous and arterial patency and measure systolic blood pressure. The MedaSonics line accounts for about one third of the U.S. medical Doppler market annually, with an installed base of over 250,000 units. The second new CSI product is a portable antepartum fetal monitor FetalGard Lite that is marketed under the MedaSonics brand name. Analogic Corporation, a leader in fetal monitor development, manufactures the product for CSI under an OEM arrangement. FetalGard Lite fetal monitors are used to assess fetal well-being for high-risk pregnancies and are designed for use in many locations including physicians' offices, clinics, hospitals and home healthcare settings. The third new product category that CSI recently added is a line of bone measurement systems, used to evaluate osteoporosis. CSI markets these to the U.S. OB/GYN market under an agreement with Norland Medical Systems, Inc. (OTCBB: NRLD). Osteoporosis affects 28 million Americans, 80 percent of them women, and accounts for more deaths than breast, ovarian and uterine cancer combined. The National Osteoporosis Foundation expects this to increase to 41 million by 2015 if the disease is left unchecked. The fourth recently added product featured by CSI at the ACOG meeting is the LuMax'TM' Pro Fiber Optic Cystometry System acquired from Medamicus, Inc. (NASDAQ: MEDM) in April. The LuMax Pro system, a monitor and disposable catheters, aids in the diagnosis of female incontinence, the accidental loss of urine resulting in a medical or hygienic problem. The LuMax Pro system uses patented fiber optic transducer technology to measure and monitor the physiological factors associated with female urinary function. The Agency of Health Care Research and Quality (AHRQ) of the U .S. Department of Health and Human Services estimates that over 13 million adults, 85 percent of them older women, experience urinary incontinence. "CSI revenue, "said Bender, "is now running at the rate of about $60 million per year. I believe that we are on track to reach our goal of $100 million in revenue within the next two years." Forward-Looking Statements - -------------------------- Some of the information included in this news release contains "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements regarding anticipated growth in our revenue, anticipated market conditions and results of operations. To identify forward-looking statements look for words like "believes," "expects," "may," "will," "should," "seeks," "intends," "plans," "estimates" or "anticipates" and similar words or phrases. Discussions of strategy, plans or intentions often contain forward-looking statements. These, and all forward-looking statements, necessarily depend on assumptions, data or methods that may be incorrect or imprecise. Events, among others, that could cause actual results and future actions to differ materially from those described in forward-looking statements include major changes in business conditions, a major disruption or other production issues at our manufacturing facilities, new competitors or technologies, the impact of an undetected virus on our computer systems, acquisition integration delays or costs, foreign currency exchange exposure, investments in research and development and other start-up projects, dilution to earnings per share from acquisitions or issuing stock, regulatory issues, significant environmental cleanup costs above those already accrued, litigation costs including any related settlements, costs of business divestitures, the requirement to provide for a significant liability or to write off a significant asset, changes in accounting principles or estimates, and other factors described in our Securities and Exchange Commission filings, including the "Business" section in our Annual Report on Form 10-K for the year ended October 31, 2000. We caution investors not to rely on forward-looking statements. They reflect our analysis only on their stated date or the date of this news release. We disclaim any intent to update these forward-looking statements. The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market specialty healthcare products. Corporate offices are located in Lake Forest and Pleasanton, Calif. A toll free interactive telephone system at 1-800-334-1986 provides stock quotes, recent press releases and financial data. The Cooper Companies' World Wide Web address is www.coopercos.com. CooperVision, Inc., markets a broad range of contact lenses for the vision care market. Headquartered in Lake Forest, Calif., it manufactures in Huntington Beach, Calif., Rochester, N.Y., Hamble, England and Toronto. Its Web address is www.coopervision.com. CooperSurgical, Inc., with operations in Shelton, Conn., Montreal and Berlin, markets diagnostic products, surgical instruments and accessories used primarily by gynecologists and obstetricians. Its Web address is www.coopersurgical.com. Trademarks of The Cooper Companies, Inc., and its affiliates are italicized. LuMax is a trademark of Medamicus, Inc. ###
[LOGO] [THE COOPER COMPANIES LOGO] NEWS RELEASE 21062 Bake Parkway, Suite 200 CONTACT: Lake Forest, CA 92630 Norris Battin 888-822-2660 The Cooper Companies, Inc. Fax: (949) 597-0662 ir@coopercompanies.com 888-822-2660 FOR IMMEDIATE RELEASE THE COOPER COMPANIES REPORTS SECOND QUARTER RESULTS Revenue Grows 10 Percent; EPS 58 Cents vs 47 Cents Worldwide CooperVision Revenue up 13 Percent, 15 Percent in Constant Currency LAKE FOREST, Calif., May 24, 2001-- The Cooper Companies, Inc. (NYSE: COO) today reported results for its second fiscal quarter ended April 30, 2001. o Revenue $56.0 million, 10 percent above second quarter 2000. o Earnings per share 58 cents versus 47 cents in second quarter 2000, a 23 percent increase; trailing twelve months $2.23. o Cash flow per share (pretax income from continuing operations plus depreciation and amortization) $1.01, up 17 percent from 86 cents in second quarter 2000; trailing twelve-months $3.82. Commenting on these results, A. Thomas Bender, chief executive officer said, "The second quarter came in as expected. Through six months, Cooper is on track to deliver the results we have previously projected for fiscal 2001. I estimate that we will end the fiscal year from 15 to 18 percent ahead in revenue with earnings per share in the $2.38 to $2.42 range. The 2002 outlook is for a revenue increase of 15 to 18 percent, $265 million to $275 million, with earnings per share ranging between $2.80 to $2.88. "I expect that CooperVision (CVI), our contact lens business, will grow its revenue 16 to 20 percent over fiscal 2000 with international performance particularly strong. We expect especially strong U.S. sales in the latter half of this year--14 to 16 percent ahead of last year--as we launch our new products Expressions and Ascend." "Over the next several years, I continue to anticipate that CVI revenue will grow in the 15 to 20 percent range, as we launch an extensive array of new products and continue our global expansion primarily in Japan and Europe." "CooperSurgical (CSI), our women's health business, continues to build a strong franchise with four new product lines added through acquisition or marketing alliances in the past eight months. CSI revenue is now running at an annual rate approaching $60 million, and I believe that we are on track to increase this to $100 million within the next two years." Business Unit P&L Highlights ($'s in millions)
- ------------------------------------------------------------------------------------------------------------ Three Months Ended April 30, Revenue Operating Income - ------------------------------------------------------------------------------------------------------------ % % %Revenue %Revenue 2001 2000 Inc. 2001 2000 Inc. 2001 2000 ---- ---- ---- ---- ---- ---- ---- ---- - ------------------------------------------------------------------------------------------------------------ CVI $43.2 $38.3 13% $12.9 $11.4 13% 30% 30% CSI 12.8 12.5 2% 2.3 1.7 36% 18% 13% ----- ----- ----- ----- Subtotal 56.0 50.8 10% 15.2 13.1 16% 27% 26% HQ Expense - - - (1.6) (1.7) - - - ----- ----- - ------------------------------------------------------------------------------------------------------------ TOTAL $56.0 $50.8 10% $13.6 $11.4 20% 24% 22% ===== ===== ===== ===== - ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------ Six Months Ended April 30, Revenue Operating Income - ------------------------------------------------------------------------------------------------------------ % % %Revenue %Revenue 2001 2000 Inc. 2001 2000 Inc. 2001 2000 ---- ---- ---- ---- ---- ---- ---- ---- - ------------------------------------------------------------------------------------------------------------ CVI $78.8 $70.2 12% $22.4 $19.8 13% 28% 28% CSI 26.1 21.0 25% 4.1 3.1 33% 16% 15% ----- ----- ----- ----- Subtotal 104.9 91.2 15% 26.5 22.9 16% 25% 25% HQ Expense - - - (3.2) - - - ----- (3.3) - ------------------------------------------------------------------------------------------------------------ TOTAL $104.9 $91.2 15% $23.3 $19.6 19% 22% 22% ====== ===== ===== ===== - ------------------------------------------------------------------------------------------------------------ Second Quarter Operating Highlights CooperVision CVI's worldwide core contact lens business--all revenue except lower margin OEM sales to other contact lens manufacturers--grew 17 percent during the quarter, 19 percent in constant currency, and is up 16 percent year to date, 19 percent in constant currency, about 3 times the estimated world market growth. CVI's U.S. contact lens business grew 6 percent during the second quarter and is up 10 percent through April. Soft lens sales grew 8 percent during the quarter and 11 percent through six months. In the second quarter of 2000, CVI stocked two new products and, in the fourth quarter of 2000, CVI sold its rigid gas permeable contact lens business. These events lowered this quarter's growth compared with 2000. Without them, CVI's overall U.S. revenue would have grown about 10 percent. Recently reported U.S. market data indicates that new visits to contact lens practitioners during the first calendar quarter grew 8 percent above the same period last year and that total visits were 18 percent ahead. "This data," said Bender, "indicates the growing strength and future viability of the U.S. contact lens business as more teenagers--the majority of contact lens wearers--enter the market. The `baby boomlet' will continue to have a favorable impact on our market over the next two decades." Worldwide, CVI revenue for toric contact lenses, which correct astigmatism, increased 20 percent during the quarter and 16 percent year to date. Torics represent 48 percent of CVI's worldwide revenue. The largest segment of CVI's U.S. business, disposable-planned replacement (DPR) brands of toric lenses, grew 12 percent over last year's second quarter and are ahead 14 percent year to date. Sales of CVI's conventional toric lenses, those replaced annually, continue to decline. Reflecting this, CVI's total toric sales grew 5 percent in the U.S. during the second quarter and 6 percent year to date. Worldwide sales of all DPR products grew 25 percent during the quarter and are 23 percent ahead of last year for the six-month period. Together, CVI's DPR spheres and torics now account for nearly 80 percent of its U.S. business. During the quarter, U.S. revenue for these products grew 10 percent, 18 percent year to date.
- ------------------------------------------------------------------------------------------------------------------------ COOPERVISION REVENUE ANALYSIS ($'s in millions) - ------------------------------------------------------------------------------------------------------------------------ Segment Second Quarter % Total % Change from Six Months % Total % Change from 2001 Second 2001 Six Months Quarter 2000 2000 - ------------------------------------------------------------------------------------------------------------------------ U.S. $26.4 61% 6% $49.3 63% 10% International 16.2 38% 39% 28.5 36% 29% ----- ---- ----- ---- Core Business 42.6 99% 17% 77.8 99% 16% OEM .6 1% -63% 1.0 1% -67% ----- ---- ----- ---- Total $43.2 100% 13% $78.8 100% 12% ===== ==== ===== ==== - ------------------------------------------------------------------------------------------------------------------------ During the second quarter, CVI introduced Expressions, a line of disposable opaque contact lenses that change the appearance of the color of the eye, in the U. S. market. European and Canadian sales of these lenses, called Frequency Colors in those markets, continue to show good market acceptance. CVI's line of cosmetic lenses is currently selling at the monthly rate of more than $500 thousand. CVI's International revenue--sales in countries outside the United States plus exports from the U.S.-- grew 39 percent during the quarter, 46 percent in constant currency, and is up 29 percent year-to-date, 37 percent in constant currency. "During the quarter," said Bender, "we initiated sales of quarterly planned replacement lenses to Rohto Pharmaceuticals, our partner in Japan, who received regulatory approval for these products in April." Rohto has also recently submitted clinical data in support of CVI's line of disposable planned replacement sphere, toric and aspheric lenses that are recommended for replacement every two weeks. They expect marketing of these products to begin in the second half of calendar 2002. "In addition, XCEL Toric and our new value added aspheric and cosmetic lens products have now been introduced in most major European markets and are performing nicely," said Bender. European revenue in the second quarter was 40 percent ahead of last year and 38 percent over the first six months of fiscal 2001. New Multifocal Lens CVI plans to introduce a high performance monthly planned replacement multifocal lens with a limited roll out in the United States during the fourth calendar quarter of 2001 and a full product launch in the first half of 2002. Clinical studies indicate that this product, Frequency Multifocal, performs well against competitive lenses and has good patient and practitioner acceptance. "Multifocal lenses," said Bender, "have an important, albeit limited, niche in the U.S. contact lens market, and we believe that Frequency Multifocal will be successful in this specialty lens area." CooperSurgical Second quarter revenue at CooperSurgical (CSI), the Company's women's healthcare medical device business, increased 2 percent to $12.8 million and is up 25 percent year to date. When adjusted for a back order of about $600 thousand, which was due to a problem with a supplier and has been shipped in the third quarter, revenue grew 7 percent for the quarter and 28 percent for the six-month period. CSI's organic growth from existing products in the second quarter of 2001, including the backorder, was 11 percent. Sales this year were increased by about $800 thousand from recent acquisitions and sales in 2000's second quarter included about $1.2 million from products inherited with the Leisegang acquisition, that have since been discontinued. Using this same metric, CSI's growth in its ongoing, organic business year-to-date is 8 percent. CSI expects revenue of $30 million in the second six months of fiscal 2001 with total annual revenue approaching $60 million. CSI operating margins, which improved 5 percent over the prior year's second quarter, are expected to approach 20 percent by fiscal year-end. New CSI products At this month's meeting of the American College of Obstetricians and Gynecologists, CSI featured four new products recently added through acquisition or marketing alliances: o The MedaSonics line of fetal and vascular handheld Dopplers including the TRIA Doppler released in October 1999 to physician offices, clinics and hospitals. Fetal Dopplers detect fetal life and viability as early as nine weeks and are a standard of care for monitoring gestation. The MedaSonics line accounts for about one third of the U.S. medical Doppler market annually, with an installed base of over 250,000 units. o A portable antepartum fetal monitor FetalGard Lite that is marketed under the MedaSonics brand name. Analogic Corporation, a leader in fetal monitor development, manufactures the product for CSI under an OEM arrangement. o A line of bone measurement systems, used to evaluate osteoporosis. CSI markets these products under an agreement with Norland Medical Systems, Inc. (OTCBB: NRLD). Osteoporosis affects 28 million Americans, 80 percent of them women, and accounts for more deaths than breast, ovarian and uterine cancer combined. o The LuMax Pro Fiber Optic Cystometry System acquired from Medamicus, Inc. (NASDAQ: MEDM) in April. The LuMax Pro system, a monitor and disposable catheters, helps diagnose the cause of female incontinence, the accidental loss of urine resulting in a medical or hygienic problem. Incontinence affects an estimated 13 million Americans, 85 percent of whom are women. These new products will continue to drive CSI's organic growth. Earnings per Share All per share amounts mentioned in this report refer to diluted per share amounts from continuing operations. Conference Call The Cooper Companies will hold a conference call to discuss its second quarter results today at 1:30 p.m. Pacific Time. To access the live call, dial 1-800-289-0436. A replay will be available at 1-888-203-1112 approximately one hour after the call ends and remain available for five days. The access code for both calls is 500474. This call will also be broadcast live on The Cooper Companies' Web site, www.coopercos.com and at www.bestcalls.com and www.streetevents.com. Forward-Looking Statements Some of the information included in this news release contains "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements regarding anticipated growth in our revenue, anticipated market conditions and results of operations. To identify forward-looking statements look for words like "believes," "expects," "may," "will," "should," "seeks," "intends," "plans," "estimates" or "anticipates" and similar words or phrases. Discussions of strategy, plans or intentions often contain forward-looking statements. These, and all forward-looking statements, necessarily depend on assumptions, data or methods that may be incorrect or imprecise. Events, among others, that could cause actual results and future actions to differ materially from those described in forward-looking statements include major changes in business conditions, a major disruption or other production issues at manufacturing facilities, new competitors or technologies, the impact of an undetected virus on our computer systems, acquisition integration delays or costs, foreign currency exchange exposure, investments in research and development and other start-up projects, dilution to earnings per share from acquisitions or issuing stock, regulatory issues, significant environmental cleanup costs above those already accrued, litigation costs including any related settlements, costs of business divestitures, the requirement to provide for a significant liability or to write off a significant asset, changes in accounting principles or estimates, and other factors described in our Securities and Exchange Commission filings, including the "Business" section in our Annual Report on Form 10-K for the year ended October 31, 2000. We caution investors not to rely on forward-looking statements. They reflect our analysis only on their stated date or the date of this news release. We disclaim any intent to update these forward-looking statements. The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market specialty healthcare products. Corporate offices are located in Lake Forest and Pleasanton, Calif. A toll free interactive telephone system at 1-800-334-1986 provides stock quotes, recent press releases and financial data. The Cooper Companies' World Wide Web address is www.coopercos.com. CooperVision, Inc., markets a broad range of contact lenses for the vision care market. Headquartered in Lake Forest, Calif., it manufactures in Huntington Beach, Calif., Rochester, N.Y., Hamble, England and Toronto. Its Web address is www.coopervision.com. CooperSurgical, Inc., with operations in Shelton, Conn., Boca Raton, Fla., Montreal and Berlin, markets diagnostic products, surgical instruments and accessories for the gynecological market. Its Web address is www.coopersurgical.com. Trademarks of The Cooper Companies, Inc., and its affiliates are italicized. (FINANCIAL STATEMENTS FOLLOW) THE COOPER COMPANIES, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Income (In thousands, except for per share amounts) (Unaudited) (more, more)
Three Months Ended Six Months Ended April 30, April 30, ------------------------ ------------------------ 2001 2000 2001 2000 ------- ------- -------- ------- Net sales $56,027 $50,769 $104,926 $91,173 Cost of sales 19,713 18,285 36,503 32,057 ------- ------- -------- ------- Gross profit 36,314 32,484 68,423 59,116 Selling, general and administrative expense 20,600 19,320 40,938 36,084 Research and development expense 897 676 1,781 1,324 Amortization of intangibles 1,187 1,111 2,409 2,091 ------- ------- -------- ------- Operating income 13,630 11,377 23,295 19,617 ------- ------- -------- ------- Interest expense 901 1,268 1,900 2,649 Other income (loss), net (49) 60 777 460 ------- ------- -------- ------- Income before income taxes and cumulative effect of change in accounting principle 12,680 10,169 22,172 17,428 Provision for income taxes 3,970 3,406 7,153 5,838 ------- ------- -------- ------- Income before cumulative effect of change in accounting principle 8,710 6,763 15,019 11,590 Cumulative effect of change in accounting principle - - - (432) ------- ------- -------- ------- Net income $ 8,710 $ 6,763 $ 15,019 $11,158 ======= ======= ======== ======= Diluted earnings per share: Income before cumulative effect of change in accounting principle $ 0.58 $ 0.47 $ 1.00 0.80 Cumulative effect of change in accounting principle - - - (0.03) ------- ------- -------- ------- Earnings per share $ 0.58 $ 0.47 $ 1.00 $ 0.77 ======= ======= ======== ======= Number of shares used to compute earnings per share 15,124 14,438 14,976 14,399 ======= ======= ======== ======= Memo: Cash flow (pretax income from continued operations plus depreciation and amortization) per diluted share $ 1.01 $ 0.86 $ 1.82 $ 1.50 ======= ======= ======== ======= THE COOPER COMPANIES, INC. AND SUBSIDIARIES Consolidated Condensed Balance Sheets (In thousands) (Unaudited) # # # #
April 30, October 31, 2001 2000 -------- ----------- ASSETS Current assets: Cash and cash equivalents $ 11,897 $ 14,608 Trade receivables, net 40,417 33,058 Marketable securities 4,338 - Inventories 44,008 38,219 Deferred tax assets 17,737 17,800 Other current assets 9,648 9,000 -------- -------- Total current assets 128,045 112,685 -------- -------- Property, plant and equipment, net 51,606 47,933 Intangibles, net 111,946 110,854 Deferred tax asset 37,105 42,979 Other assets 2,389 8,114 -------- -------- $331,091 $322,565 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term debt $ 9,886 $ 8,094 Other current liabilities 44,534 57,181 -------- -------- Total current liabilities 54,420 65,275 -------- -------- Long-term debt 41,956 40,257 Other liabilities 12,645 18,595 -------- -------- Total liabilities 109,021 124,127 -------- -------- Stockholders' equity 222,070 198,438 -------- -------- $331,091 $322,565 ======== ========
[LOGO] [THE COOPER COMPANIES LOGO] 21062 Bake Parkway, Suite 200 NEWS RELEASE Lake Forest, CA 92630 888-822-2660 CONTACT: Fax: (949) 597-0662 Norris Battin The Cooper Companies, Inc. ir@coopercompanies.com FOR IMMEDIATE RELEASE COOPER COMPANIES' UNIT COMPLETES ACQUISITION OF CL-TINTERS Patented Tinting Technology Allows Competitive Entry into Fast Growing Cosmetic Contact Lens Market LAKE FOREST, Calif., May 29, 2001 -- The Cooper Companies, Inc. (NYSE:COO) announced today that its CooperVision (CVI) unit has completed the acquisition of privately held CL-Tinters Oy (CLT) a leading manufacturer of cosmetic contact lenses. CLT applies the color tints to CVI's aspheric cosmetic contact lenses. Cooper paid approximately $14 million in cash at closing and will pay up to $7 million more if CLT meets certain milestones. A. Thomas Bender, Cooper's Chief Executive Officer, said, "The CLT acquisition gives us control of critical lens tinting technology that will allow us to compete more effectively in the rapidly growing market for cosmetic contact lenses. We believe that the lenses manufactured using this patented technology to tint our aspheric lenses will be significant new market entries. In clinical trials against the leading competitor, they have demonstrated superior comfort and equivalent cosmetic acceptability. This purchase is another important step toward our goal of being the world leader in specialty contact lenses." CVI expects that the acquisition will increase manufacturing capacity and decrease unit cost for CVI's recently introduced line of cosmetic lenses, which are sold as Frequency Colors in Canada and Europe and as Expressions in the United States. Based in Helsinki, Finland, CLT had annual revenue of about $4 million before the acquisition, marketing its products through distributors in Europe and the Far East. The cosmetic lens market - opaque and color enhancing lenses that change the appearance of the eye's natural color - is the second largest specialty lens market segment behind toric lenses. Worldwide revenue of about $260 million is growing about eight percent per year. The United States represents about 70 percent of the world market. Disposable cosmetic lenses, the segment in which Frequency Colors and Expressions compete, is about $150 million worldwide growing at about 15 percent annually. Conventional lenses, whose revenue is declining, comprise the remainder. "An important target market for cosmetic lenses," said Bender, "is the large pool of current spherical contact lens wearers who could purchase several pairs of colored lenses to enhance the appearance of their eyes and to complement their wardrobes. Spherical lens wearers who trade up to specialty products, either cosmetic or toric lenses, receive added visual benefits and contact lens practitioners can build their practices by recommending them." Within the next 12 months, CVI plans to launch a tinted color product that enhances the natural color of the eye, without totally changing its appearance. In addition to tinting opaque lenses, CLT also offers Crazy'r' Lens, a fashion lens that provides various images or geometric patterns around the pupil, and a prosthetic lens that masks corneal scaring or other disfigurements of the eye. CVI currently markets these lenses under its own label. CVI also markets Natural Touch, a conventional opaque lens that is replaced annually. Forward-Looking Statements Some of the information included in this news release contains "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements regarding anticipated growth in our revenue, anticipated market conditions and results of operations. To identify forward-looking statements look for words like "believes," "expects," "may," "will," "should," "seeks," "intends," "plans," "estimates" or "anticipates" and similar words or phrases. Discussions of strategy, plans or intentions often contain forward-looking statements. These, and all forward-looking statements, necessarily depend on assumptions, data or methods that may be incorrect or imprecise. Events, among others, that could cause actual results and future actions to differ materially from those described in forward-looking statements include major changes in business conditions, a major disruption or other production issues at our manufacturing facilities, new competitors or technologies, the impact of an undetected virus on our computer systems, acquisition integration delays or costs, foreign currency exchange exposure, investments in research and development and other start-up projects, dilution to earnings per share from acquisitions or issuing stock, regulatory issues, significant environmental cleanup costs above those already accrued, litigation costs including any related settlements, costs of business divestitures, the requirement to provide for a significant liability or to write off a significant asset, changes in accounting principles or estimates, and other factors described in our Securities and Exchange Commission filings, including the "Business" section in our Annual Report on Form 10-K for the year ended October 31, 2000. We caution investors not to rely on forward-looking statements. They reflect our analysis only on their stated date or the date of this news release. We disclaim any intent to update these forward-looking statements. The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market specialty healthcare products. CooperVision, Inc., headquartered in Lake Forest, Calif., with manufacturing facilities in Huntington Beach, Calif., Rochester, N.Y., Toronto, Hamble, England and Helsinki, Finland markets a broad range of contact lenses for the vision care market. Its Web site is www.coopervision.com. CooperSurgical, Inc., headquartered in Shelton, Conn., markets diagnostic products, surgical instruments and accessories for the gynecological market. Its Web site is www.coopersurgical.com. The Company's corporate offices are located in Lake Forest and Pleasanton, Calif. A toll free interactive telephone system at 1-800-334-1986 provides stock quotes, recent press releases and financial data. The Cooper Companies Web address is www.coopercos.com. Trademarks of The Cooper Companies, Inc., and its affiliates are italicized. Crazy'r'Lens is a trademark of CL-Tinters. ###