Delaware | 1-8597 | 94-2657368 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
PRESS RELEASE |
• | Fourth quarter revenue increased 16% year-over-year to $651.5 million. Fiscal 2018 revenue increased 18% to $2,532.8 million. |
• | Fourth quarter GAAP diluted earnings per share $2.02, up 24 cents or 13% from last year's fourth quarter. Fiscal 2018 GAAP EPS $2.81, down 63% from fiscal 2017. |
• | Fourth quarter non-GAAP diluted earnings per share $2.87, up 22 cents or 8% from last year’s fourth quarter. Fiscal 2018 non-GAAP EPS $11.50, up 19% from fiscal 2017. See “Reconciliation of GAAP Results to Non-GAAP Results” below. |
• | Revenue $651.5 million up 16% from last year’s fourth quarter, up 9% pro forma (defined as constant currency, including acquisitions and excluding carrier screening and NIPT in both periods). |
• | Gross margin 66% compared with 63% in last year’s fourth quarter. On a non-GAAP basis, gross margin was 66% compared with 66% last year. |
• | Operating margin 19% compared with 19% in last year’s fourth quarter. On a non-GAAP basis, operating margin was 27% compared with 27% last year. |
• | Interest expense increased to $22.8 million compared with $10.1 million in last year's fourth quarter primarily due to higher debt and interest rates. |
• | Total debt decreased $271.4 million from July 31, 2018, to $2,022.8 million primarily due to debt paydown from operational cash flow generation. |
• | Cash provided by operations $236.6 million offset by capital expenditures of $43.4 million resulted in free cash flow of $193.2 million, up 16% year-over-year. |
• | Revenue $480.6 million, up 9% from last year’s fourth quarter, up 10% pro forma. |
• | Revenue by category: |
Pro forma | ||||||||||
(In millions) | % of CVI Revenue | %chg | %chg | |||||||
4Q18 | 4Q18 | y/y | y/y | |||||||
Toric | $ | 149.2 | 31% | 10% | 11% | |||||
Multifocal | 47.8 | 10% | 6% | 7% | ||||||
Single-use sphere | 141.7 | 29% | 19% | 21% | ||||||
Non single-use sphere, other | 141.9 | 30% | 2% | 2% | ||||||
Total | $ | 480.6 | 100% | 9% | 10% |
Pro forma | ||||||||||
(In millions) | % of CVI Revenue | %chg | %chg | |||||||
4Q18 | 4Q18 | y/y | y/y | |||||||
Americas | $ | 185.8 | 39% | 8% | 8% | |||||
EMEA | 183.8 | 38% | 6% | 9% | ||||||
Asia Pacific | 111.0 | 23% | 19% | 19% | ||||||
Total | $ | 480.6 | 100% | 9% | 10% |
• | Gross margin 64% compared with 65% in last year’s fourth quarter. On a non-GAAP basis, gross margin was 64% compared with 68% last year. Gross margins were negatively impacted primarily by currency, as well as internal shipping costs and higher than expected inventory and equipment write-offs associated with older products.22% |
• | Revenue $170.9 million, up 40% from last year’s fourth quarter, up 5% pro forma. |
• | Revenue by category: |
Pro forma | ||||||||||
(In millions) | % of CSI Revenue | %chg | %chg | |||||||
4Q18 | 4Q18 | y/y | y/y | |||||||
Office and surgical products | $ | 110.0 | 64% | 97% | 12% | |||||
Fertility | 60.9 | 36% | (9)% | (6)% | ||||||
Total | $ | 170.9 | 100% | 40% | 5% |
• | Gross margin 70% compared with 57% in last year’s fourth quarter. On a non-GAAP basis, gross margin was 73% vs. 60% last year. Gross margin increases driven by the addition of PARAGARD® and improvements in product mix.11 |
• | Revenue $2,532.8 million, up 18% from fiscal 2017, up 7% pro forma. |
• | CVI revenue $1,882.0 million, up 12% from fiscal 2017, up 8% pro forma, and CSI revenue $650.8 million, up 40% from fiscal 2017, up 2% pro forma. |
• | Gross margin 64% compared with 64% in fiscal 2017. Non-GAAP 67% compared with 65% in fiscal 2017. |
• | Operating margin 16% compared with 20% in fiscal 2017. Non-GAAP 28% from 26% in fiscal 2017. |
• | GAAP EPS $2.81, down 63% from fiscal 2017. Non-GAAP $11.50, up 19% from fiscal 2017. |
• | Cash provided by operations $668.9 million offset by capital expenditures of $193.6 million resulted in free cash flow of $475.3 million. |
- | CVI revenue $1,940 - $1,980 million |
- | CSI revenue $660 - $680 million |
• | Fiscal 2019 non-GAAP diluted earnings per share of $11.30 - $11.70 |
• | We exclude the effect of amortization and impairment of intangible assets from our non-GAAP financial results. Amortization of intangible assets will recur in future periods; however, the amounts are affected by the timing and size of our acquisitions. Impairment of intangible assets is a non-recurring cost. |
• | We exclude the effect of acquisition and integration expenses and the effect of restructuring expenses from our non-GAAP financial results. Such expenses generally diminish over time with respect to past acquisitions; however, we generally will incur similar expenses in connection with any future acquisitions. We incurred significant expenses in connection with our acquisitions and also incurred certain other operating expenses or income, which we generally would not have otherwise incurred in the periods presented as a part of our continuing operations. Acquisition and integration expenses include items such as personnel costs for transitional employees, other acquired employee related costs and integration related professional services. Restructuring expenses include items such as employee severance, product rationalization, facility and other exit costs. |
• | We exclude other exceptional or unusual charges or expenses. These can be variable and difficult to predict, such as certain litigation expenses and product transition costs, and are not what we consider as typical of our continuing operations. Investors should consider non-GAAP financial |
• | We report revenue growth using the non-GAAP financial measure of pro forma which includes constant currency revenue and revenue from acquisitions and excludes carrier screening and NIPT in both periods. Management also presents and refers to constant currency information so that revenue results may be evaluated excluding the effect of foreign currency rate fluctuations. To present this information, current period revenue for entities reporting in currencies other than the United States dollar are converted into United States dollars at the average foreign exchange rates for the corresponding period in the prior year. To report pro forma revenue growth, we include revenue for the comparison period when we did not own recently acquired companies. |
• | We define the non-GAAP measure of free cash flow as cash provided by operating activities less capital expenditures. We believe free cash flow is useful for investors as an additional measure of liquidity because it represents cash flows that are available for repayment of debt, repurchases of our common stock or to fund our strategic initiatives. Management uses free cash flow internally to understand, manage, make operating decisions and evaluate our business. In addition, we use free cash flow to help plan and forecast future periods. |
THE COOPER COMPANIES, INC. AND SUBSIDIARIES Reconciliation of Selected GAAP Results to Non-GAAP Results (In millions, except per share amounts) (Unaudited) | ||||||||||||||||||||||||
Three Months Ended October 31, | ||||||||||||||||||||||||
2018 | 2018 | 2017 | 2017 | |||||||||||||||||||||
GAAP | Adjustment | Non-GAAP | GAAP | Adjustment | Non-GAAP | |||||||||||||||||||
Cost of sales | $ | 221.5 | $ | (3.1 | ) | A | $ | 218.4 | $ | 208.1 | $ | (16.8 | ) | A | $ | 191.3 | ||||||||
Operating expense excluding amortization | $ | 271.1 | $ | (12.0 | ) | B | $ | 259.1 | $ | 227.0 | $ | (9.5 | ) | B | $ | 217.5 | ||||||||
Amortization of intangibles | $ | 36.2 | $ | (36.2 | ) | C | $ | — | $ | 17.9 | $ | (17.9 | ) | C | $ | — | ||||||||
Interest expense | $ | 22.8 | $ | (2.5 | ) | D | $ | 20.3 | $ | 10.1 | $ | (2.2 | ) | D | $ | 7.9 | ||||||||
Other (income) expense, net | $ | (12.8 | ) | $ | 14.2 | E | $ | 1.4 | $ | 1.8 | $ | — | $ | 1.8 | ||||||||||
Provision for income taxes | $ | 12.1 | $ | (2.8 | ) | F | $ | 9.3 | $ | 8.0 | $ | 3.6 | F | $ | 11.6 | |||||||||
Diluted earnings per share | $ | 2.02 | $ | 0.85 | $ | 2.87 | $ | 1.78 | $ | 0.87 | $ | 2.65 | ||||||||||||
Weighted average diluted shares used | 49.9 | 49.9 | 49.7 | 49.7 |
A | Fiscal 2018 GAAP cost of sales includes $3.1 million of costs primarily related to acquisitions and other integration costs, resulting in fiscal 2018 GAAP and non-GAAP gross margins of 66%. Fiscal 2017 GAAP cost of sales includes $10.9 million of primarily incremental costs associated with the impact of Hurricane Maria on our Puerto Rico manufacturing facility and $2.9 million of product write off costs related to the Avaira product transition in CooperVision; and $3.0 million of integration costs in CooperSurgical, resulting in fiscal 2017 GAAP gross margin of 63% as compared to fiscal 2017 non-GAAP gross margin of 66%. | ||
B | Fiscal 2018 GAAP operating expense comprised of $12.0 million primarily related to integration activities and costs associated with exiting carrier screening and NIPT in CooperSurgical. Fiscal 2017 GAAP operating expense comprised of $9.5 million in charges primarily related to acquisition and integration activities in CooperSurgical and CooperVision. | ||
C | Amortization expense was $36.2 million and $17.9 million for the fiscal 2018 and 2017 periods, respectively. Items A, B and C resulted in fiscal 2018 GAAP operating margin of 19% as compared to fiscal 2018 non-GAAP operating margin of 27%, and fiscal 2017 GAAP operating margin of 19% as compared to fiscal 2017 non-GAAP operating margin of 27%. | ||
D | Fiscal 2018 interest expense includes $2.5 million write off of debt issuance costs related to term loan prepayment. Fiscal 2017 interest expense includes $2.2 million of fees related to the termination of a bridge loan facility commitment related to CooperSurgical's PARAGARD acquisition. | ||
E | Other income includes $14.2 million from realization of Puerto Rico R&D credit. | ||
F | Includes a $(15.6) million of U.S. tax reform impact in fiscal 2018 and $12.8 million net changes in the provision for income taxes that arise from the impact of the above adjustments. Fiscal 2017 represents the net changes in the provision for income taxes that arise from the impact of the above adjustments. |
THE COOPER COMPANIES, INC. AND SUBSIDIARIES Reconciliation of Selected GAAP Results to Non-GAAP Results (In millions, except per share amounts) (Unaudited) | ||||||||||||||||||||||||
Twelve Months Ended October 31, | ||||||||||||||||||||||||
2018 | 2018 | 2017 | 2017 | |||||||||||||||||||||
GAAP | Adjustment | Non-GAAP | GAAP | Adjustment | Non-GAAP | |||||||||||||||||||
Cost of sales | $ | 900.5 | $ | (75.5 | ) | A | $ | 825.0 | $ | 773.2 | $ | (23.0 | ) | A | $ | 750.2 | ||||||||
Operating expense excluding amortization and impairment | $ | 1,058.1 | $ | (50.9 | ) | B | $ | 1,007.2 | $ | 868.3 | $ | (30.1 | ) | B | $ | 838.2 | ||||||||
Amortization of intangibles | $ | 146.7 | $ | (146.7 | ) | C | $ | — | $ | 68.4 | $ | (68.4 | ) | C | $ | — | ||||||||
Impairment of intangibles | $ | 24.4 | $ | (24.4 | ) | D | $ | — | $ | — | $ | — | $ | — | ||||||||||
Interest Expense | $ | 82.7 | $ | (4.2 | ) | E | $ | 78.5 | $ | 33.4 | $ | (2.2 | ) | E | $ | 31.2 | ||||||||
Other (income) expense, net | $ | (11.5 | ) | $ | 14.2 | F | $ | 2.7 | $ | 1.7 | $ | (0.2 | ) | F | $ | 1.5 | ||||||||
Provision for income taxes | $ | 192.0 | $ | (144.5 | ) | G | $ | 47.5 | $ | 21.1 | $ | 15.7 | G | $ | 36.8 | |||||||||
Diluted earnings per share | $ | 2.81 | $ | 8.69 | $ | 11.50 | $ | 7.52 | $ | 2.18 | $ | 9.70 | ||||||||||||
Weighted average diluted shares used | 49.7 | 49.7 | 49.6 | 49.6 |
A | Fiscal 2018 GAAP cost of sales includes $10.1 million of costs in CooperVision primarily related to product transition write off costs, inventory step-up release and other related manufacturing integration costs; $65.4 million of costs in CooperSurgical, primarily related to PARAGARD and LifeGlobal inventory step-up release and other integration costs, resulting in fiscal 2018 GAAP gross margin of 64%, as compared to fiscal 2018 non-GAAP gross margin of 67%. Fiscal 2017 GAAP cost of sales includes $10.9 million of primarily incremental costs associated with the impact of Hurricane Maria on our Puerto Rico manufacturing facility; $5.7 million of product write off costs related to the Avaira product transition; and $0.6 million of facility start-up costs, all in CooperVision and $5.8 million of integration costs in CooperSurgical, resulting in fiscal 2017 GAAP gross margin of 64%, as compared to fiscal 2017 non-GAAP gross margin of 65%. | ||
B | Fiscal 2018 GAAP operating expense comprised of $44.7 million in charges primarily related to acquisition and integration activities in CooperSurgical and CooperVision and $6.2 million of compensation costs related to executives retirement. Fiscal 2017 GAAP operating expense comprised of $21.0 million in charges primarily related to acquisition and integration activities in CooperSurgical and CooperVision and $9.1 million of legal costs related to Unilateral Pricing Policy. | ||
C | Amortization expense was $146.7 million and $68.4 million for the fiscal 2018 and 2017 periods, respectively. | ||
D | Relates to an impairment charge of intangible assets associated with carrier screening acquired from Recombine in CooperSurgical. Items A, B, C and D resulted in fiscal 2018 GAAP operating margin of 16% as compared to fiscal 2018 non-GAAP operating margin of 28%, and fiscal 2017 GAAP operating margin of 20% as compared to fiscal 2017 non-GAAP operating margin of 26%. | ||
E | Fiscal 2018 interest expense includes $2.5 million write off of debt issuance costs related to term loan prepayment and $1.7 million of bridge loan termination fees related to CooperSurgical's PARAGARD acquisition. Fiscal 2017 interest expense includes $2.2 million of fees related to the termination of a bridge loan facility commitment related to CooperSurgical's PARAGARD acquisition. | ||
F | Fiscal 2018 other income includes $14.2 million from realization of Puerto Rico R&D credit. Fiscal 2017 other expense represents costs related foreign exchange loss on forward contracts related to acquisitions. | ||
G | Includes a $(214.6) million of U.S. tax reform impact in fiscal 2018 and $70.1 million net changes in the provision for income taxes that arise from the impact of the above adjustments. Fiscal 2017 represents the net changes in the provision for income taxes that arise from the impact of the above adjustments. |
October 31, 2018 | October 31, 2017 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 77.7 | $ | 88.8 | |||
Trade receivables, net | 374.7 | 316.6 | |||||
Inventories | 468.8 | 454.1 | |||||
Other current assets | 169.7 | 93.7 | |||||
Total current assets | 1,090.9 | 953.2 | |||||
Property, plant and equipment, net | 976.0 | 910.1 | |||||
Goodwill | 2,392.1 | 2,354.8 | |||||
Other intangibles, net | 1,521.3 | 504.7 | |||||
Deferred tax assets | 58.4 | 60.3 | |||||
Other assets | 74.1 | 75.6 | |||||
$ | 6,112.8 | $ | 4,858.7 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Short-term debt | $ | 37.1 | $ | 23.4 | |||
Other current liabilities | 499.4 | 372.7 | |||||
Total current liabilities | 536.5 | 396.1 | |||||
Long-term debt | 1,985.7 | 1,149.3 | |||||
Deferred tax liabilities | 31.0 | 38.8 | |||||
Long-term tax payable | 141.5 | — | |||||
Accrued pension liability and other | 110.3 | 98.7 | |||||
Total liabilities | 2,805.0 | 1,682.9 | |||||
Stockholders’ equity | 3,307.8 | 3,175.8 | |||||
$ | 6,112.8 | $ | 4,858.7 |
Three Months Ended October 31, | Year Ended October 31, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net sales | $ | 651.5 | $ | 561.5 | $ | 2,532.8 | $ | 2,139.0 | |||||||
Cost of sales | 221.5 | 208.1 | 900.5 | 773.2 | |||||||||||
Gross profit | 430.0 | 353.4 | 1,632.3 | 1,365.8 | |||||||||||
Selling, general and administrative expense | 248.6 | 208.5 | 973.3 | 799.1 | |||||||||||
Research and development expense | 22.5 | 18.5 | 84.8 | 69.2 | |||||||||||
Amortization of intangibles | 36.2 | 17.9 | 146.7 | 68.4 | |||||||||||
Impairment of intangibles | — | — | 24.4 | — | |||||||||||
Operating income | 122.7 | 108.5 | 403.1 | 429.1 | |||||||||||
Interest expense | 22.8 | 10.1 | 82.7 | 33.4 | |||||||||||
Other (income) expense, net | (12.8 | ) | 1.8 | (11.5 | ) | 1.7 | |||||||||
Income before income taxes | 112.7 | 96.6 | 331.9 | 394.0 | |||||||||||
Provision for income taxes | 12.1 | 8.0 | 192.0 | 21.1 | |||||||||||
Net income attributable to Cooper stockholders | $ | 100.6 | $ | 88.6 | $ | 139.9 | $ | 372.9 | |||||||
Earnings per share - diluted | $ | 2.02 | $ | 1.78 | $ | 2.81 | $ | 7.52 | |||||||
Number of shares used to compute diluted earnings per share | 49.9 | 49.7 | 49.7 | 49.6 |