UNITED STATES
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): January 9, 2006
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 January 9, 2006, The Cooper Companies, Inc., made a presentation at an investor meeting that included additional non-public information. 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 this release are for information purposes only and are not intended to be hyperlinks to other Cooper information.
| ITEM 9.01. | Financial Statements and Exhibits. |
(c) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Investor presentation dated January 9, 2006 |
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: January 9, 2006
| Exhibit No. |
Description |
Sequentially Numbered Page | ||
| 99.1 | Investor presentation dated January 9, 200 6 |
 NYSE: COO
Exhibit 99.1 |
 1/6/2006 2 FORWARD-LOOKING STATEMENTS This presentation contains forward-looking projections of Cooper’s results. Actual results could differ materially from these projections. 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. |
 1/6/2006 3 THE COMPANY Medical devices Vision care Women’s healthcare Market leadership Favorable demographics Consistent long-term performance |
 1/6/2006 4 CONSISTENT PERFORMANCE (CAGR Ex NRI) 32% 20% Cash Flow Per Share 22% 62% 65% Fiscal 2005 21% 32% 32% 2000-2005 5 Year EPS - Continuing Operations Operating Income Revenue |
 1/6/2006 5 INVESTOR QUESTIONS • What are your plans to “stop the bleeding” in your U.S. sphere business? • Does silicone hydrogel pose a threat to your toric business? • Will you meet scheduled new product introduction dates and capacity ramp up? • Will you deliver the synergies you promised? • Is your 2006 revenue forecast realistic? • Why are you investing in CooperSurgical? |
 Market
Background |
 1/6/2006 7 MARKET SEGMENTS none none Silicone $ 10 none Silicone 49% $ 100 $ 30 Silicone none none Silicone 28% $1,180 $ 565 Silicone 29% $1,290 $ 595 Silicone Material 6% $4,620 $3,940 Hydrogel Materials 17% $ 240 $ 150 Multifocal 2% $320 $ 300 Cosmetic 9% $5,910 $4,535 Total Market Torics Daily Disposable Spheres Spheres (worldwide, millions of $’s) 11% $ 900 $ 660 14% $1,850 $1,225 6% $2,600 $2,200 CGR 2008 2005 |
 1/6/2006 8 GEOGRAPHIC MARKET SEGMENTS 9% $5,910 $4,535 Total Market *Includes Mideast and Africa Source: company reported data and independent market audit Asia/Pacific Europe* Americas (millions of $’s) 14% $2,100 $1,415 5% $1,450 $1,260 8% $2,360 $1,860 CGR 2008 2005 |
 Stop the
Bleeding… |
 1/6/2006 10 …in the U.S. Sphere Market Soft Spot: One product line; one market Response: • Proclear® • PC Hydrogels -- Biomedics® XC • Biofinity® SiH in U.S. 2H06 • Daily disposable capacity |
 Toric
Threat? |
 1/6/2006 12 Toric Market Assumptions • A more difficult fit than spheres • Financial motivation lower • Trade-up potential within brands • Proclear® toric experience • CVI 2006 revenue growth worldwide = market growth ~ 12%; US lower |
 New Product
Schedule 2006-2007 |
 1/6/2006 14 Expands parameters of Proclear toric United States Proclear disposable toric XR Premium single-use lens enhances wearer comfort United States Single-use sphere with Proclear technology First disposable product in its class United States Proclear disposable toric multifocal Second generation monthly product United States Silicone Hydrogel sphere 2H06 First single-use toric in Japan with wide range of parameters Japan Single-use toric Allows more patients to wear the Proclear toric lens United States then worldwide Second base curve of Proclear toric Disposable 2 week product United States Biomedics Multifocal EP (Emerging Presbyope) Favorable clinical profile vs. competitive silicone hydrogels United States Biomedics XC: 2 week disposable sphere with PC technology Improved lens design and packaging Worldwide Biomedics mid-water aspheric single-use 1H06 Comments Market Product Description Date |
 1/6/2006 15 Premium single-use lens enhances wearer comfort Japan Single-use sphere with Proclear technology 2H08 Premium single-use lens enhances wearer comfort Europe Single-use sphere with Proclear technology 1H07 Third generation silicone hydrogel using PC technology United States Silicone Hydrogel plus PC sphere First premium single-use multifocal United States Single-use multifocal with Proclear technology Third generation silicone hydrogel using PC technology United States Europe Silicone Hydrogel Toric Comments Market Product Description Date |
 Capacity Ramp
Up |
 1/6/2006 17 Capacity Increments • Single use +60% (FY06) • Total molding capacity +40% (FY06) • SH about 10M lenses FY06; increase 5X in ‘07 |
 Synergies |
 1/6/2006 19 • $50 million by the end of 2007 • $25M so far -- $25M to go • Remaining savings from: – Distribution facility consolidation – Conversion to Gen II manufacturing |
 Is the 2006
Forecast Realistic? |
 1/6/2006 21 Assumptions • Forecast base* = $720M • New Products = $44M • Growth ex new products = 6% • Market growth = 8% * adjusted for $30M currency and $50M million “stub” period |
 1/6/2006 22 CVI 2006 REVENUE ESTIMATE +12 - +14 flat +29 +12 +62 +2 % chg $ 720 $ 15 $ 31 $ 241 $ 74 $ --- $ 359 2005 Proforma $ 8 Silicone $810-$820 Total CVI $ 40 Multifocal $ 15 Cosmetic Torics Single Use Spheres Spheres (ex single use) (worldwide, millions of $’s) $ 270 $ 120 $ 365 2006 |
 Why
CooperSurgical? |
 1/6/2006 24 • Baby boomers drive the market • Consolidate a fragmented market In-office market Surgical market Fertility • Disposable/reusable components • Operating margins mid 20’s • Low capital spend COOPERSURGICAL STRATEGY |
 1/6/2006 25 CSI OBJECTIVES $100M CY2004 – $200M CY 2008 25% operating margin 2008 Expand in hospital segment 20% ROI M&A hurdle Accelerate organic growth Expand geographically |
 1/6/2006 26 COOPERSURGICAL • Continue to build value • Assess strategic alternatives as NOL’s expire |
 1/6/2006 27 NYSE:COO Financial Highlights |
 1/6/2006 28 CONSISTENT PERFORMANCE (CAGR Ex NRI) 32% 21% Cash Flow Per Share* 22% 62% 65% Fiscal 2005 26% 32% 32% 2000-2005 5-Year * Excludes nonrecurring acquisition and restructuring costs EPS - Continuing Operations* Operating Income* Revenue |
 1/6/2006 29 ASSUMPTIONS 15% 15% 12.5% ETR 49M 48.5M 46M Shares Outstanding 25.5% 24% 23.4% Operating Income 40% 41% 41% Operating Expense 65.5% 65% 64.4% Gross Profit 2007 2006 2005 (Effective 12-28-05) |
 1/6/2006 30 GUIDANCE (Revenue $’s in Millions) $1045-$1060 $933-$946 COO • Excludes nonrecurring items and accounting change (Effective 12-28-05) $4.04-$4.14 $3.34-$3.44 EPS* $135-$140 $123-$126 CSI $910-$920 $810-$820 CVI 2007 2006 |
 1/6/2006 31 Total Debt $710 Stockholders’ Equity $1272 Total Capitalization $1982 Total Debt /Capitalization 36% CAPITAL STRUCTURE 10-31-05 ($’s in Millions) |
 1/6/2006 32 COO CONSOLIDATED REVENUE $176 $244 $330 $389 $698 $59 $71 $82 $101 $109 $0 $100 $200 $300 $400 $500 $600 $700 $800 $900 2001 2002 2003 2004 2005 ($ in millions) $235 $315 CVI CSI $412 $490 807 |
 1/6/2006 33 CONSOLIDATED OPERATING INCOME $54.8 $67.0 $95.2 $116.80 $189.3 $0 $50 $100 $150 $200 2001 2002 2003 2004 2005 0% 5% 10% 15% 20% 25% ($ in millions) Operating Income Operating Margin (Ex NRI) |
 1/6/2006 34 CVI CONSOLIDATED OPERATING INCOME $51.4 $60.4 $88.80 $186.1 $106.6 $0 $50 $100 $150 $200 2001 2002 2003 2004 2005 0% 10% 20% 30% ($ in millions) Operating Income Operating Margin (Ex NRI) |
 1/6/2006 35 CSI CONSOLIDATED OPERATING INCOME $10.1 $14.1 $18.2 $20.9 $20.0 $0 $5 $10 $15 $20 $25 2001 2002 2003 2004 2005 0% 5% 10% 15% 20% 25% ($ in millions) Operating Income Operating Margin (Ex NRI) |
 1/6/2006 36 EPS FROM CONTINUING OPERATIONS $2.59 $2.09 $1.57 $3.28 $1.22 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 2001 2002 2003 2004 2005 Pre stock option expensing and revised OCLR amortization of intangibles (Ex NRI) |
 1/6/2006 37 CASH FLOW PER SHARE $2.45 $3.10 $3.50 $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 2001 2002 2003 2004 2005 Pretax income from continuing operations plus depreciation and amortization $4.62 $2.07 |
 1/6/2006 38 LIQUIDITY Cash Flow from Operations NOL’s Free Cash Flow |
 1/6/2006 39 TAXES Net Operating Loss Carryforwards $146 million Global Tax Arrangement Effective Tax Rates |
 1/6/2006 40 CASH FLOW FROM OPERATING ACTIVITIES $26 $56 $80 $101 $186 $0 $50 $100 $150 $200 2001 2002 2003 2004 2005 ($ in millions) |
 1/6/2006 41 CAPITAL STRUCTURE October 31, 2003 2004 2005 Total Debt $186 $166 $710 Stockholders’ Equity $422 $544 $1272 Total Capitalization $608 $710 $1982 Total Debt/Capitalization 31% 23% 36% ($ in millions) |
 1/6/2006 42 DEBT % OF TOTAL CAPITALIZATION 21% 34% 31% 23% 36% 0% 10% 20% 30% 40% 2001 2002 2003 2004 2005 ($ in millions) |
 NYSE: COO
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