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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 8, 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)) |
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| ITEM 7.01. | Regulation FD Disclosure | 3 | ||
| ITEM 9.01. | Financial Statements and Exhibits | 3 | ||
| SIGNATURE | 4 | |||
| EXHIBIT INDEX | 5 | |||
| EX-99.1 (Exhibits not specifically designated by another number and by investment companies) |
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ITEM 7.01. Regulation FD Disclosure.
On January 8, 2008, 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.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Investor presentation dated January 8, 2008 | |
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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 8, 2008
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| Exhibit No. | Description | |
| 99.1 | Investor presentation dated January 8, 2008 | |
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 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: 7,615 30 countries with direct presence CVI Global leader in contact lenses Primary offices in US, UK, Japan, Australia Primary manufacturing in US, UK, Puerto Rico 7,000 employees CSI Leader in the US Ob-Gyn space Primary office in US Primary manufacturing in US 558 employees FY 2007 Sales CooperVision $796M 84% CooperSurgical $155M 16% Source: Company reported data Company Overview |
 5 The Cooper Companies The Cooper Companies Bob Weiss named CEO, effective November 1, 2007 CooperVision Manufacturing capacity expanded Gen II conversion materially completed in 2007 Distribution center consolidation Consolidated 21 warehouses in Europe and the US to three distribution centers
New product launches Silicone hydrogel (SiH) – “Biofinity” launched in US, June 2007 Proclear (PC) dailies launched in US and Europe in late 2007 2-Week SiH sphere to be launched in April/May 2008 SiH toric and PC dailies (in Japan) to be launched in CY 2008/2009 CooperSurgical Expansion into operating room (hospital and out-patient) Launch trocar (in-process) Strategic diversification continues Completed integration of Lone Star Medical Products and Wallach in FY 2007 Recent Events |
 6 The Cooper Companies FY 2007 Sales: $951M, up 11% CVI up 8% CSI up 24% (9% organic) Non-GAAP EPS*: $2.12 Q4 FY 2007 Sales: $254M, up 17% YoY CVI up 16% CSI up 25% (9% organic) Non-GAAP EPS*: $0.53 Shares outstanding (diluted): 47.7M ** 2008E represents midpoint of mgmt guidance COO Annual Sales * Excludes non-recurring and other unusual items, but includes share-based
compensation expense of $0.28 for FY07 and $0.01 for Q407. A reconciliation of non-GAAP to GAAP can be found at www.coopercos.com CVI $698M CSI $109M CVI $734M CSI $125M CVI $796M CSI $155M CVI $898M CSI $168M 2005 2006 2007 2008E ** COO Quarterly Sales CVI $183M CSI $33M CVI $212M CSI $42M Q4 FY06 Q4 FY07 Company Overview |
 7 Note: Sales & CapEx in millions; Per share amounts refer to diluted
shares. * YoY Change from FY07 to FY08 uses the midpoint of the
guidance range and assumes no acquisitions. ** Excludes non-recurring and other unusual items, but includes share-based compensation expense of $0.28 in FY07 and $0.35 - $0.40 in FY08. Management estimates the distribution of share-based compensation to be approximately $0.14 in Q1 and $0.08 in each subsequent quarter for FY08. A reconciliation of non-GAAP to GAAP for FY 2007 can be found at www.coopercos.com The Cooper Companies N/A 15% - 16% Operating Margin** 0% 61% - 63% Gross Margin** 10% $160 - $170 CapEx 1% N/A 12% 8% 13% YoY Proj. Change* $2.00 - $2.30 Non-GAAP** $1.30 - $1.80 GAAP $1,040 - $1,090 TOTAL $165 - $170 CSI $875 - $920 CVI ’08 Guidance FY 2008 Guidance |
 8 The Cooper Companies The Cooper Companies Consistent double-digit organic revenue growth Gross margin in the low/mid 60’s Operating margin in the low/mid 20’s (post share-based compensation)
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 Accretive acquisitions and expanding within the OR, fertility & in-office
segments Long Term Objectives |
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 10 CooperVision Develops, manufactures and markets a broad range of contact lenses for the global market Employees: 7,000 Manufacturing: 4,200 Distribution & Packaging: 1,202 Sales & Marketing: 811 Other: 787 FY 2007 Sales: $796M, up 8% Outpaced est. market growth of 7% Q4 2007 Highlights Sales of $212M, up 16% YoY Outpaced est. market growth of 9% Settlement with CIBA * 2008E stated mgmt guidance of $875M - $920M * CVI Annual Sales $698M $734M $796M $875M $45M 2005 2006 2007 2008E $183M $212M Q4 FY06 Q4 FY07 CVI Quarterly Sales Company Overview |
 11 CooperVision Proclear - all day comfort FY07 sales of $186M, up 33% Q407 sales of $52M, up 43% YoY Single-use spheres FY07 sales of $114M, up 29% Q407 sales of $33M, up 34% YoY Multifocal FY07 sales of $46M, up 21% Q407 sales of $12M, up 27% YoY Silicone Hydrogel “Biofinity” FY07 sales of $9.8M $6.7M in Europe; $2.4M in US Q407 sales of $5.0M $2.5M in Europe; $2.2M in US Silicone Hydrogel $10M 1% Specialty* $337M 42% Spherical (Single Use) $114M 14% Spherical (Reusable) $334M 43% * Specialty lenses include toric, cosmetic and multifocal lenses. Source: Company reported data CVI Global Soft Lens Sales By Product, FY 2007 Sales by Category |
 12 CooperVision Soft lens sales growth by region FY 2007 versus FY 2006 Asia Pacific: 21% to $130M Europe: 13% to $309M Americas: 2% to $357M 4Q FY 2007 versus Q4 FY 2006 Asia Pacific: 17% to $33M Europe: 15% to $81M Americas: 14% to $97M Direct sales office expansion in Asia Pac S. Korea, Singapore, Malaysia, Taiwan China Shanghai in July 2007 Hong Kong in Q2 FY08 Source: Company reported data CVI Global Soft Lens Sales By Region, FY 2007 Sales by Region Americas $357M 45% Europe $309M 39% Asia-Pacific $129M 16% |
 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 B&L 16% Cooper 16% CIBA 25% JNJ 39% Other 4% Global Market Statistics Global Soft Contact Lens Market By Competitor, FY 2007 Competitive Dynamics |
 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 * Specialty lenses include toric, cosmetic and multifocal lenses. Source: Company reported data and independent market research 8% 11% 4% $4,732 $6,778 CAGR CY 2006 to CY 2011 7% Spherical (Reusable) $2,082 44% Spherical (Single Use) $1,459 31% Specialty* $1,191 25% Spherical (Reusable) $2,555 38% Spherical (Single Use) $2,505 37% Specialty* $1,718 25% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% CY 2006A CY 2011E (Market) 15 Soft Lens Sales 5-Year Sales Trend By Product |
 16 Global Market Statistics * Europe includes Mideast and Africa Source: Company reported data and independent market research 3% 12% 6% $4,732 $6,778 CAGR CY 2006 to CY 2011 Americas $1,964 42% Asia/Pacific $1,440 30% Europe* $1,328 28% Americas $2,665 39% Asia/Pacific $2,555 38% Europe* $1,559 23% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% CY 2006A CY 2011E 7% (Market) 16 Soft Lens Sales $ in millions 5-Year Sales Trend By Region |
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 18 Leader in the fragmented US medical device segment of women’s health Estimated 9% share of $1.6B market* Leader of in-office Ob-Gyn products Employees: 558 Manufacturing: 314 Sales & Marketing: 156 Other: 88 FY 2007 Sales of $155M, up 24%; 9% organic Q4 2007 Highlights Sales of $42M, up 25% YoY; 9% organic Success of hospital / OR strategy Sales to hospitals grew 51% to $11M Represents 27% 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 stated mgmt guidance of $165M - $170M $109M $125M $155M $165M $5M 2005 2006 2007 2008E * CSI Annual Sales Company Overview CooperSurgical CSI Quarterly Sales $33M $42M Q4 FY06 Q4 FY07 |
 19 CooperSurgical CooperSurgical has evolved into a clear leader in the medical device segment of women’s health care due to 4 key factors: Extensive customer base Strong brand awareness Depth and breadth of product offerings Market focus Source: Management Estimates Hospital 27% Fertility Clinic 6% Office 67% Diversified Product Lines Office Competitors Market Share Incontinence 3 60% Colposcopy 4 70% Gyn Office Instruments 10 10% Pap Brush 2 90% Fetal Dopplers & Monitors 5 5% IVF Competitors Market Share IVF Product 7 30% Hospital/OR Competitors Market Share Surgical Sterilization 5 15% Uterine Manipulation 5 50% Trocar Closure Device 2 70% Surgical Site Retractor 3 60% Neonatal Products 4 20% |
 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 Representative 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 |
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Summary |
 22 The Cooper Companies Two solid franchises with double-digit top line growth potential Significant opportunity to leverage sales growth in coming years Robust pipeline ideally positioned to capture market growth Strong focus on the high growth Asia/Pac contact lens market Women’s healthcare franchise delivering solid top-line growth & consistent
FCF Investment Considerations |
 QUESTIONS? |
 24 Robert S. Weiss Chief Executive Officer Steven M. Neil Executive Vice President and Chief Financial Officer Albert G. White III Vice President, Investor Relations & Treasurer 6140 Stoneridge Mall Road, Ste 590 Pleasanton, CA 94588 Tel: 925-460-3663 Fax: 925-460-3649 awhite@cooperco.com The Cooper Companies Primary Contacts |