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)) |
NEWS RELEASE | 6140 Stoneridge Mall Road Suite 590 Pleasanton, CA 94588 925-460-3663 www.coopercos.com | |
CONTACT: Kim Duncan Vice President, Investor Relations ir@cooperco.com |
• | Revenue increased 21% year-over-year to $631.3 million. CooperVision (CVI) revenue up 14% to $467.5 million, and CooperSurgical (CSI) revenue up 44% to $163.8 million. |
• | GAAP diluted earnings per share $1.23, down 89 cents or 42% from last year's second quarter. |
• | Non-GAAP diluted earnings per share $2.86, up 36 cents or 15% from last year’s second quarter. See “Reconciliation of GAAP Results to Non-GAAP Results” below. |
• | Revenue $631.3 million up 21% from last year’s second quarter, up 5% pro forma (defined as constant currency and including acquisitions in both periods). |
• | Gross margin 64% compared with 66% in last year’s second quarter. Gross margin was negatively impacted primarily by the previously disclosed acquisition-related inventory step-up associated with PARAGARD. On a non-GAAP basis, gross margin was 68% compared with 66% last year. |
• | Operating margin 12% compared with 22% in last year’s second quarter. The decrease was primarily the result of the PARAGARD inventory step-up and an asset impairment charge within CooperSurgical associated with exiting carrier screening. On a non-GAAP basis, operating margin was 29% compared with 27%. |
• | Interest expense increased to $18.7 million compared with $7.7 million in last year's second quarter primarily due to higher debt and interest rates. |
• | Total debt increased $81.2 million from January 31, 2018, to $2,483.7 million primarily due to the acquisition of LifeGlobal and higher cash balances. |
• | Cash provided by operations $170.8 million offset by capital expenditures $46.5 million resulted in free cash flow of $124.3 million, up 21% year-over-year. |
• | Revenue $467.5 million, up 14% from last year’s second quarter, up 6% in pro forma. |
• | Revenue by category: |
Pro forma | ||||||||||
(In millions) | % of CVI Revenue | %chg | %chg | |||||||
2Q18 | 2Q18 | y/y | y/y | |||||||
Toric | $ | 150.8 | 32% | 14% | 8% | |||||
Multifocal | 49.1 | 10% | 15% | 7% | ||||||
Single-use sphere | 124.4 | 27% | 19% | 12% | ||||||
Non single-use sphere, other | 143.2 | 31% | 10% | —% | ||||||
Total | $ | 467.5 | 100% | 14% | 6% |
Pro forma | ||||||||||
(In millions) | % of CVI Revenue | %chg | %chg | |||||||
2Q18 | 2Q18 | y/y | y/y | |||||||
Americas | $ | 183.6 | 39% | 7% | 6% | |||||
EMEA | 183.3 | 39% | 20% | 4% | ||||||
Asia Pacific | 100.6 | 22% | 20% | 11% | ||||||
Total | $ | 467.5 | 100% | 14% | 6% |
• | Gross margin 67% compared with 67% in last year’s second quarter. Gross margin was favorably impacted by product mix and currency, offset by product transition costs associated with Avaira. On a non-GAAP basis, gross margin was 68%, compared with 67% last year. 22% |
• | Revenue $163.8 million, up 44% from last year’s second quarter, up 3% pro forma. |
• | Revenue by category: |
Pro forma | ||||||||||
(In millions) | % of CSI Revenue | %chg | %chg | |||||||
2Q18 | 2Q18 | y/y | y/y | |||||||
Office and surgical products | $ | 97.9 | 60% | 86% | 6% | |||||
Fertility | 65.9 | 40% | 8% | (1)% | ||||||
Total | $ | 163.8 | 100% | 44% | 3% |
• | Gross margin 57% compared with 61% in last year’s second quarter. Gross margin was negatively impacted primarily by the acquisition related inventory step-up associated with PARAGARD. On a non-GAAP basis, gross margin was 71% vs. 62% last year, driven by the addition of PARAGARD.11 |
• | Fiscal 2018 total revenue $2,515 - $2,550 million |
- | CVI revenue $1,870 - $1,890 million |
- | CSI revenue $645 - $660 million |
• | Fiscal 2018 non-GAAP diluted earnings per share of $11.70 - $11.90 |
• | 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 measures in addition to, and not as replacements for, or superior to, measures of financial performance prepared in accordance with GAAP. |
• | We report revenue growth using the non-GAAP financial measure of pro forma which includes constant currency revenue and revenue from acquisitions 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 April 30, | ||||||||||||||||||||||||
2018 | 2018 | 2017 | 2017 | |||||||||||||||||||||
GAAP | Adjustment | Non-GAAP | GAAP | Adjustment | Non-GAAP | |||||||||||||||||||
Cost of sales | $ | 226.8 | $ | (26.8 | ) | A | $ | 200.0 | $ | 178.5 | $ | (0.7 | ) | A | $ | 177.8 | ||||||||
Operating expense excluding amortization and impairment | $ | 268.7 | $ | (17.6 | ) | B | $ | 251.1 | $ | 210.1 | $ | (5.4 | ) | B | $ | 204.7 | ||||||||
Amortization of intangibles | $ | 36.7 | $ | (36.7 | ) | C | $ | — | $ | 16.7 | $ | (16.7 | ) | C | $ | — | ||||||||
Impairment of intangibles | $ | 24.4 | $ | (24.4 | ) | D | $ | — | $ | — | $ | — | $ | — | ||||||||||
(Benefit) provision for income taxes | $ | (6.9 | ) | $ | 24.4 | E | $ | 17.5 | $ | 4.6 | $ | 4.1 | E | $ | 8.7 | |||||||||
Diluted earnings per share attributable to Cooper stockholders | $ | 1.23 | $ | 1.63 | $ | 2.86 | $ | 2.12 | $ | 0.38 | $ | 2.50 | ||||||||||||
Weighted average diluted shares used | 49.6 | 49.6 | 49.5 | 49.5 |
A | Fiscal 2018 GAAP cost of sales includes $26.8 million of costs primarily related to PARAGARD inventory step-up release, manufacturing start-up, product transition costs and other integration costs, resulting in fiscal 2018 GAAP gross margin of 64% as compared to fiscal 2018 non-GAAP gross margins of 68%. Our fiscal 2017 GAAP cost of sales includes $0.7 million of integration costs in CooperSurgical resulting in fiscal 2017 GAAP gross margin of 66%, the same as non-GAAP gross margin of 66%. | ||
B | Fiscal 2018 GAAP operating expense comprised of $17.6 million primarily related to acquisition and integration activities in CooperSurgical and CooperVision and compensation costs relating to executives' retirements. Our fiscal 2017 GAAP operating expense includes $5.4 million in charges primarily related to acquisition and integration activities in CooperSurgical. | ||
C | Amortization expense was $36.7 million and $16.7 million for the fiscal 2018 and 2017 periods, respectively. Items A, B and C resulted in fiscal 2018 GAAP operating margin of 12% as compared to fiscal 2018 non-GAAP operating margin of 29%, and fiscal 2017 GAAP operating margin of 22% as compared to fiscal 2017 non-GAAP operating margin of 27%. | ||
D | Relates to an impairment charge of intangible assets associated with carrier screening acquired from Recombine in CooperSurgical. | ||
E | Represents the increases 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) | ||||||||||||||||||||||||
Six Months Ended April 30, | ||||||||||||||||||||||||
2018 | 2018 | 2017 | 2017 | |||||||||||||||||||||
GAAP | Adjustment | Non-GAAP | GAAP | Adjustment | Non-GAAP | |||||||||||||||||||
Cost of sales | $ | 445.9 | $ | (54.4 | ) | A | $ | 391.5 | $ | 365.3 | $ | (2.1 | ) | A | $ | 363.2 | ||||||||
Operating expense excluding amortization and impairment | $ | 513.5 | $ | (26.6 | ) | B | $ | 486.9 | $ | 415.0 | $ | (10.4 | ) | B | $ | 404.6 | ||||||||
Amortization of intangibles | $ | 72.7 | $ | (72.7 | ) | C | $ | — | $ | 33.4 | $ | (33.4 | ) | C | $ | — | ||||||||
Impairment of intangibles | $ | 24.4 | $ | (24.4 | ) | D | $ | — | $ | — | $ | — | $ | — | ||||||||||
Interest Expense | $ | 37.1 | $ | (1.7 | ) | E | $ | 35.4 | $ | 15.0 | $ | — | $ | 15.0 | ||||||||||
Other (income) expense, net | $ | (1.1 | ) | $ | — | $ | (1.1 | ) | $ | 3.2 | $ | (0.2 | ) | F | $ | 3.0 | ||||||||
Provision for income taxes | $ | 190.4 | $ | (162.0 | ) | G | $ | 28.4 | $ | 8.9 | $ | 7.9 | G | $ | 16.8 | |||||||||
Diluted (loss) earnings per share attributable to Cooper stockholders | $ | (1.26 | ) | $ | 6.91 | $ | 5.65 | $ | 3.65 | $ | 0.78 | $ | 4.43 | |||||||||||
Weighted average diluted shares used | 49.0 | 49.6 | 49.5 | 49.5 |
A | Fiscal 2018 GAAP cost of sales includes $9.9 million of costs in CooperVision primarily related to product transition write off costs, incremental costs associated with the impact of Hurricane Maria and other manufacturing integration costs; $44.5 million in CooperSurgical primarily related to PARAGARD inventory step-up release, manufacturing start-up and other integration costs, resulting in fiscal 2018 GAAP gross margin of 63%, as compared to fiscal 2018 non-GAAP gross margin of 68%. Our fiscal 2017 GAAP cost of sales includes $0.6 million of facility start-up costs in CooperVision; and $1.5 million of integration costs in CooperSurgical resulting in fiscal 2017 GAAP gross margin of 64%, the same as non-GAAP gross margin of 64%. | ||
B | Fiscal 2018 GAAP operating expense comprised of $26.6 million in charges primarily related to acquisition and integration activities in CooperSurgical and CooperVision and compensation costs related to executives' retirements. Our fiscal 2017 GAAP operating expense includes $10.4 million in charges primarily related to acquisition and integration activities in CooperSurgical. | ||
C | Amortization expense was $72.7 million and $33.4 million for the fiscal 2018 and 2017 periods, respectively. Items A, B and C resulted in fiscal 2018 GAAP operating margin of 13% 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 25%. | ||
D | Relates to an impairment charge of intangible assets associated with carrier screening acquired from Recombine in CooperSurgical. | ||
E | Fiscal 2018 interest expense includes $1.7 million of bridge loan termination fees related to CooperSurgical's PARAGARD acquisition. | ||
F | These amounts represent costs related to debt extinguishment and foreign exchange loss on forward contracts related to acquisitions. | ||
G | Includes a one-time U.S. tax reform impact of $202.0 million in fiscal 2018 and the increases in the provision for income taxes that arise from the impact of the above adjustments. |
April 30, 2018 | October 31, 2017 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 164.9 | $ | 88.8 | |||
Trade receivables, net | 432.6 | 316.6 | |||||
Inventories | 504.8 | 454.1 | |||||
Other current assets | 170.1 | 93.7 | |||||
Total current assets | 1,272.4 | 953.2 | |||||
Property, plant and equipment, net | 966.5 | 910.1 | |||||
Goodwill | 2,461.1 | 2,354.8 | |||||
Other intangibles, net | 1,602.0 | 504.7 | |||||
Deferred tax assets | 36.7 | 60.3 | |||||
Other assets | 75.7 | 75.6 | |||||
$ | 6,414.4 | $ | 4,858.7 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Short-term debt | $ | 41.3 | $ | 23.4 | |||
Other current liabilities | 419.1 | 372.7 | |||||
Total current liabilities | 460.4 | 396.1 | |||||
Long-term debt | 2,442.4 | 1,149.3 | |||||
Deferred tax liabilities | 38.0 | 38.8 | |||||
Long-term tax payable | 176.4 | — | |||||
Accrued pension liability and other | 109.2 | 98.7 | |||||
Total liabilities | 3,226.4 | 1,682.9 | |||||
Stockholders’ equity | 3,188.0 | 3,175.8 | |||||
$ | 6,414.4 | $ | 4,858.7 |
Three Months Ended April 30, | Six Months Ended April 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net sales | $ | 631.3 | $ | 522.4 | $ | 1,221.3 | $ | 1,021.5 | |||||||
Cost of sales | 226.8 | 178.5 | 445.9 | 365.3 | |||||||||||
Gross profit | 404.5 | 343.9 | 775.4 | 656.2 | |||||||||||
Selling, general and administrative expense | 247.9 | 193.3 | 473.8 | 381.9 | |||||||||||
Research and development expense | 20.8 | 16.8 | 39.7 | 33.1 | |||||||||||
Amortization of intangibles | 36.7 | 16.7 | 72.7 | 33.4 | |||||||||||
Impairment of intangibles | 24.4 | — | 24.4 | — | |||||||||||
Operating income | 74.7 | 117.1 | 164.8 | 207.8 | |||||||||||
Interest expense | 18.7 | 7.7 | 37.1 | 15.0 | |||||||||||
Other expense (income), net | 2.0 | (0.1 | ) | (1.1 | ) | 3.2 | |||||||||
Income before income taxes | 54.0 | 109.5 | 128.8 | 189.6 | |||||||||||
(Benefit) Provision for income taxes | (6.9 | ) | 4.6 | 190.4 | 8.9 | ||||||||||
Net income (loss) attributable to Cooper stockholders | $ | 60.9 | $ | 104.9 | $ | (61.6 | ) | $ | 180.7 | ||||||
Diluted earnings (loss) per share attributable to Cooper stockholders | $ | 1.23 | $ | 2.12 | $ | (1.26 | ) | $ | 3.65 | ||||||
Number of shares used to compute diluted earnings (loss) per share attributable to Cooper stockholders | 49.6 | 49.5 | 49.0 | 49.5 |