☒
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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☐
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware
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94-2657368
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $.10 par value
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COO
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The New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page No.
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PART I.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Three Months
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Nine Months
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||||||||||||
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2020
|
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2019
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2020
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|
2019
|
||||||||
Net sales
|
$
|
578.2
|
|
|
$
|
679.4
|
|
|
$
|
1,749.3
|
|
|
$
|
1,961.8
|
|
Cost of sales
|
217.4
|
|
|
228.7
|
|
|
638.5
|
|
|
660.0
|
|
||||
Gross profit
|
360.8
|
|
|
450.7
|
|
|
1,110.8
|
|
|
1,301.8
|
|
||||
Selling, general and administrative expense
|
232.8
|
|
|
249.8
|
|
|
728.3
|
|
|
746.6
|
|
||||
Research and development expense
|
21.8
|
|
|
21.5
|
|
|
67.8
|
|
|
63.4
|
|
||||
Amortization of intangibles
|
34.2
|
|
|
37.2
|
|
|
103.0
|
|
|
110.7
|
|
||||
Gain on sale of an intangible
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.0
|
)
|
||||
Operating income
|
72.0
|
|
|
142.2
|
|
|
211.7
|
|
|
400.1
|
|
||||
Interest expense
|
5.7
|
|
|
16.7
|
|
|
30.1
|
|
|
53.3
|
|
||||
Other (income) expense, net
|
(0.1
|
)
|
|
(1.5
|
)
|
|
8.8
|
|
|
(2.1
|
)
|
||||
Income before income taxes
|
66.4
|
|
|
127.0
|
|
|
172.8
|
|
|
348.9
|
|
||||
Provision for income taxes (Note 7)
|
11.2
|
|
|
6.9
|
|
|
15.6
|
|
|
3.2
|
|
||||
Net income
|
$
|
55.2
|
|
|
$
|
120.1
|
|
|
$
|
157.2
|
|
|
$
|
345.7
|
|
Earnings per share (Note 8):
|
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||||||||
Basic
|
$
|
1.13
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|
|
$
|
2.43
|
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|
$
|
3.20
|
|
|
$
|
7.00
|
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Diluted
|
$
|
1.12
|
|
|
$
|
2.40
|
|
|
$
|
3.17
|
|
|
$
|
6.91
|
|
Number of shares used to compute earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
49.1
|
|
|
49.5
|
|
|
49.1
|
|
|
49.4
|
|
||||
Diluted
|
49.5
|
|
|
50.1
|
|
|
49.6
|
|
|
50.0
|
|
||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges
|
$
|
(4.6
|
)
|
|
—
|
|
|
$
|
(18.1
|
)
|
|
—
|
|
||
Foreign currency translation adjustment
|
72.7
|
|
|
(65.2
|
)
|
|
20.5
|
|
|
(51.1
|
)
|
||||
Comprehensive income
|
$
|
123.3
|
|
|
$
|
54.9
|
|
|
$
|
159.6
|
|
|
$
|
294.6
|
|
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July 31, 2020
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October 31, 2019
|
||||
ASSETS
|
|
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|
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Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
127.4
|
|
|
$
|
89.0
|
|
Trade accounts receivable, net of allowance for doubtful accounts of $11.9 at July 31, 2020 and $16.4 at October 31, 2019
|
450.5
|
|
|
435.3
|
|
||
Inventories (Note 4)
|
594.9
|
|
|
506.9
|
|
||
Prepaid expense and other current assets
|
148.5
|
|
|
132.2
|
|
||
Total current assets
|
1,321.3
|
|
|
1,163.4
|
|
||
Property, plant and equipment, at cost
|
2,401.8
|
|
|
2,193.9
|
|
||
Less: accumulated depreciation and amortization
|
1,164.1
|
|
|
1,061.8
|
|
||
|
1,237.7
|
|
|
1,132.1
|
|
||
Operating lease right-of-use assets (Note 2)
|
258.9
|
|
|
—
|
|
||
Goodwill (Note 5)
|
2,445.0
|
|
|
2,428.9
|
|
||
Other intangibles, net (Note 5)
|
1,311.4
|
|
|
1,405.3
|
|
||
Deferred tax assets
|
80.1
|
|
|
78.0
|
|
||
Other assets
|
94.0
|
|
|
66.8
|
|
||
Total assets
|
$
|
6,748.4
|
|
|
$
|
6,274.5
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt (Note 6)
|
$
|
552.6
|
|
|
$
|
563.7
|
|
Accounts payable
|
180.2
|
|
|
150.1
|
|
||
Employee compensation and benefits
|
108.4
|
|
|
104.7
|
|
||
Operating lease liabilities
|
32.3
|
|
|
—
|
|
||
Other current liabilities
|
255.2
|
|
|
292.1
|
|
||
Total current liabilities
|
1,128.7
|
|
|
1,110.6
|
|
||
Long-term debt (Note 6)
|
1,327.8
|
|
|
1,262.6
|
|
||
Deferred tax liabilities
|
28.5
|
|
|
28.0
|
|
||
Long-term tax payable
|
162.1
|
|
|
124.8
|
|
||
Operating lease liabilities
|
236.6
|
|
|
—
|
|
||
Accrued pension liability and other
|
104.3
|
|
|
119.9
|
|
||
Total liabilities
|
$
|
2,988.0
|
|
|
$
|
2,645.9
|
|
Contingencies (Note 13)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, 10 cents par value, shares authorized: 1.0; zero shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, 10 cents par value, shares authorized: 120.0; issued 53.4 at July 31, 2020 and 53.2 at October 31, 2019
|
5.3
|
|
|
5.3
|
|
||
Additional paid-in capital
|
1,637.0
|
|
|
1,615.0
|
|
||
Accumulated other comprehensive loss
|
(444.7
|
)
|
|
(447.1
|
)
|
||
Retained earnings
|
3,180.6
|
|
|
3,026.4
|
|
||
Treasury stock at cost: 4.3 shares at July 31, 2020 and 4.1 shares at October 31, 2019
|
(618.0
|
)
|
|
(571.2
|
)
|
||
Total Cooper stockholders’ equity
|
3,760.2
|
|
|
3,628.4
|
|
||
Noncontrolling interests
|
0.2
|
|
|
0.2
|
|
||
Stockholders’ equity (Note 10)
|
3,760.4
|
|
|
3,628.6
|
|
||
Total liabilities and stockholders’ equity
|
$
|
6,748.4
|
|
|
$
|
6,274.5
|
|
|
Common Shares
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Retained Earnings
|
|
Treasury Stock
|
|
Noncontrolling Interests
|
|
Total
Stockholders' Equity |
||||||||||||||||||||||
(In millions)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance at November 1, 2018
|
49.2
|
|
|
$
|
5.0
|
|
|
3.6
|
|
|
$
|
0.3
|
|
|
$
|
1,572.1
|
|
|
$
|
(430.7
|
)
|
|
$
|
2,576.0
|
|
|
$
|
(415.1
|
)
|
|
$
|
0.2
|
|
|
$
|
3,307.8
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103.2
|
|
|
—
|
|
|
—
|
|
|
103.2
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.7
|
|
||||||||
Issuance of common stock for stock plans, net
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
||||||||
Treasury stock repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
|
(6.1
|
)
|
||||||||
Dividends on common stock ($0.03 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.7
|
|
||||||||
ASU 2016-16 adoption
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.3
|
)
|
|
—
|
|
|
—
|
|
|
(13.3
|
)
|
||||||||
Balance at January 31, 2019
|
49.3
|
|
|
$
|
5.0
|
|
|
3.6
|
|
|
$
|
0.3
|
|
|
$
|
1,574.8
|
|
|
$
|
(398.0
|
)
|
|
$
|
2,664.4
|
|
|
$
|
(421.2
|
)
|
|
$
|
0.2
|
|
|
$
|
3,425.5
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122.4
|
|
|
—
|
|
|
—
|
|
|
122.4
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.6
|
)
|
||||||||
Issuance of common stock for stock plans, net
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
||||||||
Balance at April 30, 2019
|
49.5
|
|
|
$
|
5.0
|
|
|
3.6
|
|
|
$
|
0.3
|
|
|
$
|
1,587.7
|
|
|
$
|
(416.6
|
)
|
|
$
|
2,786.8
|
|
|
$
|
(421.2
|
)
|
|
$
|
0.2
|
|
|
$
|
3,542.2
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120.1
|
|
|
—
|
|
|
—
|
|
|
120.1
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65.2
|
)
|
||||||||
Issuance of common stock for stock plans, net
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.2
|
|
||||||||
Dividends on common stock ($0.03 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
||||||||
Balance at July 31, 2019
|
49.6
|
|
|
$
|
5.0
|
|
|
3.6
|
|
|
$
|
0.3
|
|
|
$
|
1,607.6
|
|
|
$
|
(481.8
|
)
|
|
$
|
2,905.4
|
|
|
$
|
(421.2
|
)
|
|
$
|
0.2
|
|
|
$
|
3,615.5
|
|
|
Common Shares
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated
Other Comprehensive Income (Loss) |
|
Retained Earnings
|
|
Treasury Stock
|
|
Noncontrolling Interests
|
|
Total
Stockholders' Equity |
||||||||||||||||||||||
(In millions)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance at November 1, 2019
|
49.1
|
|
|
$
|
4.9
|
|
|
4.1
|
|
|
$
|
0.4
|
|
|
$
|
1,615.0
|
|
|
$
|
(447.1
|
)
|
|
$
|
3,026.4
|
|
|
$
|
(571.2
|
)
|
|
$
|
0.2
|
|
|
$
|
3,628.6
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90.5
|
|
|
—
|
|
|
—
|
|
|
90.5
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.7
|
|
||||||||
Issuance of common stock for stock plans, net
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.1
|
)
|
||||||||
Dividends on common stock ($0.03 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
||||||||
Balance at January 31, 2020
|
49.2
|
|
|
$
|
4.9
|
|
|
4.1
|
|
|
$
|
0.4
|
|
|
$
|
1,611.6
|
|
|
$
|
(430.4
|
)
|
|
$
|
3,115.4
|
|
|
$
|
(571.2
|
)
|
|
$
|
0.2
|
|
|
$
|
3,730.9
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|
—
|
|
|
—
|
|
|
11.5
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82.4
|
)
|
||||||||
Issuance of common stock for stock plans, net
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.0
|
|
||||||||
Treasury stock repurchase
|
(0.2
|
)
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47.8
|
)
|
|
—
|
|
|
(47.8
|
)
|
||||||||
Issuance of common stock for employee stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
1.0
|
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.3
|
|
||||||||
Balance at April 30, 2020
|
49.1
|
|
|
$
|
4.9
|
|
|
4.3
|
|
|
$
|
0.4
|
|
|
$
|
1,626.5
|
|
|
$
|
(512.8
|
)
|
|
$
|
3,126.9
|
|
|
$
|
(618.6
|
)
|
|
$
|
0.2
|
|
|
$
|
3,627.5
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55.2
|
|
|
—
|
|
|
—
|
|
|
55.2
|
|
||||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68.1
|
|
||||||||
Issuance of common stock for stock plans, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||||
Issuance of common stock for employee stock purchase plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
1.0
|
|
||||||||
Dividends on common stock ($0.03 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
||||||||
Balance at July 31, 2020
|
49.1
|
|
|
$
|
4.9
|
|
|
4.3
|
|
|
$
|
0.4
|
|
|
$
|
1,637.0
|
|
|
$
|
(444.7
|
)
|
|
$
|
3,180.6
|
|
|
$
|
(618.0
|
)
|
|
$
|
0.2
|
|
|
$
|
3,760.4
|
|
|
|
|
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
157.2
|
|
|
$
|
345.7
|
|
Depreciation and amortization
|
210.0
|
|
|
210.2
|
|
||
Gain on sale of an intangible
|
—
|
|
|
(19.0
|
)
|
||
Increase in operating capital
|
(155.9
|
)
|
|
(22.1
|
)
|
||
Other non-cash items
|
57.0
|
|
|
(1.5
|
)
|
||
Net cash provided by operating activities
|
268.3
|
|
|
513.3
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(203.4
|
)
|
|
(207.3
|
)
|
||
Acquisitions of businesses and assets, net of cash acquired, and other
|
(17.9
|
)
|
|
(59.1
|
)
|
||
Net cash used in investing activities
|
(221.3
|
)
|
|
(266.4
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from long-term debt
|
2,086.4
|
|
|
576.8
|
|
||
Repayments of long-term debt
|
(2,022.8
|
)
|
|
(1,140.8
|
)
|
||
Net (repayments) proceeds from short-term debt
|
(13.0
|
)
|
|
351.8
|
|
||
Net (payments) proceeds related to share-based compensation awards
|
(7.8
|
)
|
|
7.7
|
|
||
Dividends on common stock
|
(1.5
|
)
|
|
(1.5
|
)
|
||
Repurchase of common stock
|
(47.8
|
)
|
|
(6.1
|
)
|
||
Issuance of common stock for employee stock purchase plan
|
1.8
|
|
|
—
|
|
||
Debt issuance costs
|
(5.5
|
)
|
|
(0.2
|
)
|
||
Net cash used in financing activities
|
(10.2
|
)
|
|
(212.3
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
2.0
|
|
|
(1.6
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
38.8
|
|
|
33.0
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
89.5
|
|
|
80.2
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
128.3
|
|
|
$
|
113.2
|
|
Reconciliation of cash flow information:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
127.4
|
|
|
$
|
112.7
|
|
Restricted cash included in other current assets
|
0.9
|
|
|
0.5
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
128.3
|
|
|
$
|
113.2
|
|
•
|
allowance for doubtful accounts and credit losses
|
•
|
carrying value of inventory
|
•
|
the carrying value of goodwill and other long-lived assets.
|
(In millions)
|
July 31, 2020
|
||
Operating Leases
|
|
||
Operating lease right-of-use assets
|
$
|
258.9
|
|
|
|
||
Operating lease liabilities, current
|
32.3
|
|
|
Operating lease liabilities, non-current
|
236.6
|
|
|
Total operating lease liabilities
|
$
|
268.9
|
|
|
|
||
Weighted average remaining lease term (in years)
|
11.3
|
|
|
Weighted average discount rate
|
3
|
%
|
Periods Ended July 31,
|
Three Months
|
|
Nine Months
|
||||
(In millions)
|
2020
|
|
2020
|
||||
Operating lease expense
|
$
|
10.6
|
|
|
$
|
30.2
|
|
Short-term lease expense
|
1.1
|
|
|
3.3
|
|
||
Variable lease expense
|
$
|
0.5
|
|
|
$
|
1.3
|
|
Periods Ended July 31,
|
Three Months
|
|
Nine Months
|
||||
(In millions)
|
2020
|
|
2020
|
||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
||||
Operating cash flows from operating leases
|
$
|
10.5
|
|
|
$
|
30.1
|
|
(In millions)
|
|
||
Remainder of 2020
|
$
|
10.1
|
|
2021
|
38.8
|
|
|
2022
|
35.0
|
|
|
2023
|
31.1
|
|
|
2024
|
28.8
|
|
|
2025 and thereafter
|
179.5
|
|
|
Total lease payments
|
323.3
|
|
|
Less: interest
|
54.4
|
|
|
Present value of lease liabilities
|
$
|
268.9
|
|
(In millions)
|
|
||
2020
|
$
|
38.5
|
|
2021
|
34.9
|
|
|
2022
|
31.2
|
|
|
2023
|
28.0
|
|
|
2024
|
26.5
|
|
|
2025 and thereafter
|
173.6
|
|
|
Total future minimum lease payments
|
$
|
332.7
|
|
(In millions)
|
July 31, 2020
|
|
October 31, 2019
|
||||
Customer relationships
|
$
|
6.5
|
|
|
$
|
7.5
|
|
Technology
|
—
|
|
|
12.3
|
|
||
Trademarks
|
—
|
|
|
10.2
|
|
||
Other
|
—
|
|
|
0.1
|
|
||
Total identifiable intangible assets
|
$
|
6.5
|
|
|
$
|
30.1
|
|
Goodwill
|
1.8
|
|
|
29.8
|
|
||
Net tangible assets
|
0.8
|
|
|
7.3
|
|
||
Total purchase price
|
$
|
9.1
|
|
|
$
|
67.2
|
|
(In millions)
|
July 31, 2020
|
|
October 31, 2019
|
||||
Raw materials
|
$
|
156.1
|
|
|
$
|
131.4
|
|
Work-in-process
|
13.4
|
|
|
13.3
|
|||
Finished goods
|
425.4
|
|
|
362.2
|
|||
Total inventories
|
$
|
594.9
|
|
|
$
|
506.9
|
|
(In millions)
|
CooperVision
|
|
CooperSurgical
|
|
Total
|
||||||
Balance at October 31, 2019
|
$
|
1,765.4
|
|
|
$
|
663.5
|
|
|
$
|
2,428.9
|
|
Current period additions
|
—
|
|
|
1.8
|
|
|
1.8
|
|
|||
Foreign currency translation adjustment
|
10.0
|
|
|
4.3
|
|
|
14.3
|
|
|||
Balance at July 31, 2020
|
$
|
1,775.4
|
|
|
$
|
669.6
|
|
|
$
|
2,445.0
|
|
|
July 31, 2020
|
|
October 31, 2019
|
|
|
||||||||||||
(In millions)
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Weighted Average Amortization Period (in years)
|
||||||||
Intangible assets with definite lives:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
148.4
|
|
|
$
|
35.1
|
|
|
$
|
148.5
|
|
|
$
|
27.3
|
|
|
14
|
Composite intangible asset
|
1,061.9
|
|
|
194.7
|
|
|
1,061.9
|
|
|
141.6
|
|
|
15
|
||||
Technology
|
401.3
|
|
|
244.4
|
|
|
399.9
|
|
|
221.2
|
|
|
11
|
||||
Customer relationships
|
365.1
|
|
|
211.6
|
|
|
357.6
|
|
|
194.0
|
|
|
13
|
||||
License and distribution rights and other
|
27.9
|
|
|
17.4
|
|
|
27.9
|
|
|
15.3
|
|
|
11
|
||||
|
2,004.6
|
|
|
$
|
703.3
|
|
|
1,995.8
|
|
|
$
|
599.4
|
|
|
14
|
||
Less: accumulated amortization and translation
|
703.3
|
|
|
|
|
599.4
|
|
|
|
|
|
||||||
Intangible assets with definite lives, net
|
1,301.3
|
|
|
|
|
1,396.4
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Intangible assets with indefinite lives, net (1)
|
10.1
|
|
|
|
|
8.9
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Total other intangibles, net
|
$
|
1,311.4
|
|
|
|
|
$
|
1,405.3
|
|
|
|
|
|
Fiscal years:
|
(In millions)
|
||
Remainder of 2020
|
$
|
33.9
|
|
2021
|
135.4
|
|
|
2022
|
133.5
|
|
|
2023
|
131.3
|
|
|
2024
|
127.0
|
|
|
Thereafter
|
740.2
|
|
|
Total remaining amortization for intangible assets with definite lives
|
$
|
1,301.3
|
|
(In millions)
|
July 31, 2020
|
|
October 31, 2019
|
||||
Overdraft and other credit facilities
|
$
|
52.7
|
|
|
$
|
63.7
|
|
Term loan
|
500.0
|
|
|
500.0
|
|
||
Less: unamortized debt issuance cost
|
(0.1
|
)
|
|
—
|
|
||
Short-term debt
|
$
|
552.6
|
|
|
$
|
563.7
|
|
|
|
|
|
||||
Revolving credit
|
478.0
|
|
|
264.0
|
|
||
Term loans
|
850.0
|
|
|
1,000.0
|
|
||
Other
|
0.1
|
|
|
0.2
|
|
||
Less: unamortized debt issuance cost
|
(0.3
|
)
|
|
(1.6
|
)
|
||
Long-term debt
|
1,327.8
|
|
|
1,262.6
|
|
||
Total debt
|
$
|
1,880.4
|
|
|
$
|
1,826.3
|
|
•
|
Interest Coverage Ratio, as defined, to be at least 3.00 to 1.00 at all times.
|
•
|
Total Leverage Ratio, as defined, to be no higher than 3.75 to 1.00.
|
(In millions)
|
|
Facility Limit
|
|
Outstanding Borrowings
|
|
Outstanding Letters of Credit
|
|
Total Amount Available
|
|
Maturity Date
|
||||||||
2020 Revolving Credit Facility
|
|
$
|
1,290.0
|
|
|
$
|
478.0
|
|
|
$
|
1.4
|
|
|
$
|
810.6
|
|
|
April 1, 2025
|
2020 Term Loan Facility
|
|
850.0
|
|
|
850.0
|
|
|
n/a
|
|
|
—
|
|
|
April 1, 2025
|
||||
2019 Term Loan
|
|
500.0
|
|
|
500.0
|
|
|
n/a
|
|
|
—
|
|
|
September 25, 2020
|
||||
Total
|
|
$
|
2,640
|
|
|
$
|
1,828
|
|
|
$
|
1.4
|
|
|
$
|
810.6
|
|
|
|
Periods Ended July 31,
|
Three Months
|
|
Nine Months
|
||||||||||||
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Income tax (benefit) provision
|
$
|
11.2
|
|
|
$
|
6.9
|
|
|
$
|
15.6
|
|
|
$
|
3.2
|
|
Periods Ended July 31,
|
Three Months
|
|
Nine Months
|
||||||||||||
(In millions, except per share amounts)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income
|
$
|
55.2
|
|
|
$
|
120.1
|
|
|
$
|
157.2
|
|
|
$
|
345.7
|
|
Basic:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares
|
49.1
|
|
|
49.5
|
|
|
49.1
|
|
|
49.4
|
|
||||
Basic earnings per share
|
$
|
1.13
|
|
|
$
|
2.43
|
|
|
$
|
3.20
|
|
|
$
|
7.00
|
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares
|
49.1
|
|
|
49.5
|
|
|
49.1
|
|
|
49.4
|
|
||||
Effect of dilutive stock options
|
0.4
|
|
|
0.6
|
|
|
0.5
|
|
|
0.6
|
|
||||
Diluted weighted average common shares
|
49.5
|
|
|
50.1
|
|
|
49.6
|
|
|
50.0
|
|
||||
Diluted earnings per share
|
$
|
1.12
|
|
|
$
|
2.40
|
|
|
$
|
3.17
|
|
|
$
|
6.91
|
|
Periods Ended July 31,
|
Three Months
|
|
Nine Months
|
||||||||||
(In thousands, except exercise prices)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||
Stock option shares excluded
|
392
|
|
|
—
|
|
|
207
|
|
|
198
|
|
||
Range of exercise prices
|
$254.77-$304.54
|
|
|
n/a
|
|
|
$
|
304.54
|
|
|
$
|
254.77
|
|
Restricted stock units excluded
|
1
|
|
|
18
|
|
|
1
|
|
|
19
|
|
Periods Ended July 31,
|
Three Months
|
|
Nine Months
|
||||||||||||
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Selling, general and administrative expense
|
$
|
8.1
|
|
|
$
|
6.8
|
|
|
$
|
25.0
|
|
|
$
|
22.1
|
|
Cost of sales
|
0.9
|
|
|
1.0
|
|
|
3.1
|
|
|
3.9
|
|
||||
Research and development expense
|
0.6
|
|
|
0.5
|
|
|
1.8
|
|
|
2.4
|
|
||||
Total share-based compensation expense
|
$
|
9.6
|
|
|
$
|
8.3
|
|
|
$
|
29.9
|
|
|
$
|
28.4
|
|
Related income tax benefit
|
$
|
1.2
|
|
|
$
|
1.1
|
|
|
$
|
3.8
|
|
|
$
|
4.0
|
|
(In millions)
|
Foreign Currency Translation Adjustment
|
|
Minimum Pension Liability
|
|
Derivative Instruments
|
|
Total
|
||||||||
Balance at October 31, 2018
|
$
|
(412.2
|
)
|
|
$
|
(18.5
|
)
|
|
$
|
—
|
|
|
$
|
(430.7
|
)
|
Gross change in value
|
9.0
|
|
|
(33.4
|
)
|
|
—
|
|
|
(24.4
|
)
|
||||
Tax effect for the period
|
—
|
|
|
8.0
|
|
|
—
|
|
|
8.0
|
|
||||
Balance at October 31, 2019
|
$
|
(403.2
|
)
|
|
$
|
(43.9
|
)
|
|
$
|
—
|
|
|
$
|
(447.1
|
)
|
Gross change in value
|
20.5
|
|
|
—
|
|
|
(23.8
|
)
|
|
(3.3
|
)
|
||||
Tax effect for the period
|
—
|
|
|
—
|
|
|
5.7
|
|
|
5.7
|
|
||||
Balance at July 31, 2020
|
$
|
(382.7
|
)
|
|
$
|
(43.9
|
)
|
|
$
|
(18.1
|
)
|
|
$
|
(444.7
|
)
|
Periods Ended July 31,
|
Nine Months
|
||||||
|
2020
|
|
2019
|
||||
Number of shares
|
160,850
|
|
|
24,500
|
|
||
Average repurchase price per share
|
$
|
296.9
|
|
|
$
|
248.7
|
|
Total costs of shares repurchased (in millions)
|
$
|
47.8
|
|
|
$
|
6.1
|
|
Periods Ended July 31,
|
Three Months
|
|
Nine Months
|
||||||||||||
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Service cost
|
$
|
5.2
|
|
|
$
|
2.2
|
|
|
$
|
12.1
|
|
|
$
|
7.6
|
|
Interest cost
|
0.9
|
|
|
2.1
|
|
|
3.5
|
|
|
4.6
|
|
||||
Expected return on plan assets
|
(3.6
|
)
|
|
(2.8
|
)
|
|
(9.0
|
)
|
|
(7.4
|
)
|
||||
Recognized net actuarial gain (loss)
|
1.8
|
|
|
(0.2
|
)
|
|
3.8
|
|
|
0.6
|
|
||||
Net periodic defined benefit plan cost
|
$
|
4.3
|
|
|
$
|
1.3
|
|
|
$
|
10.4
|
|
|
$
|
5.4
|
|
•
|
CooperVision. Competes in the worldwide contact lens market by developing, manufacturing and marketing a broad range of products for contact lens wearers, featuring advanced materials and optics. CooperVision designs its products to solve vision challenges such as astigmatism, presbyopia, myopia, ocular dryness and eye fatigues, with a broad collection of spherical, toric and multifocal contact lenses.
|
•
|
CooperSurgical. Competes in the general health care market with a focus on advancing the health of women, babies and families through a diversified portfolio of products and services focusing on women's health and fertility.
|
Periods Ended July 31,
|
Three Months
|
|
Nine Months
|
||||||||||||
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
CooperVision net sales by category:
|
|
|
|
|
|
|
|
||||||||
Toric lens
|
$
|
147.6
|
|
|
$
|
163.1
|
|
|
$
|
436.3
|
|
|
$
|
464.4
|
|
Multifocal lens
|
46.9
|
|
|
52.4
|
|
|
143.8
|
|
|
151.1
|
|
||||
Single-use sphere lens
|
126.5
|
|
|
146.3
|
|
|
380.7
|
|
|
413.6
|
|
||||
Non single-use sphere, other
|
128.3
|
|
|
147.3
|
|
|
375.9
|
|
|
434.2
|
|
||||
Total CooperVision net sales
|
$
|
449.3
|
|
|
$
|
509.1
|
|
|
$
|
1,336.7
|
|
|
$
|
1,463.3
|
|
CooperSurgical net sales by category:
|
|
|
|
|
|
|
|
||||||||
Office and surgical products
|
$
|
81.7
|
|
|
$
|
106.3
|
|
|
$
|
249.7
|
|
|
$
|
307.7
|
|
Fertility
|
47.2
|
|
|
64.0
|
|
|
162.9
|
|
|
190.8
|
|
||||
CooperSurgical net sales
|
128.9
|
|
|
170.3
|
|
|
412.6
|
|
|
498.5
|
|
||||
Total net sales
|
$
|
578.2
|
|
|
$
|
679.4
|
|
|
$
|
1,749.3
|
|
|
$
|
1,961.8
|
|
Operating income:
|
|
|
|
|
|
|
|
||||||||
CooperVision
|
$
|
93.7
|
|
|
$
|
134.2
|
|
|
$
|
284.4
|
|
|
$
|
375.9
|
|
CooperSurgical
|
(9.3
|
)
|
|
20.6
|
|
|
(33.3
|
)
|
|
59.0
|
|
||||
Corporate
|
(12.4
|
)
|
|
(12.6
|
)
|
|
(39.4
|
)
|
|
(34.8
|
)
|
||||
Total operating income
|
72.0
|
|
|
142.2
|
|
|
211.7
|
|
|
400.1
|
|
||||
Interest expense
|
5.7
|
|
|
16.7
|
|
|
30.1
|
|
|
53.3
|
|
||||
Other (income) expense, net
|
(0.1
|
)
|
|
(1.5
|
)
|
|
8.8
|
|
|
(2.1
|
)
|
||||
Income before income taxes
|
$
|
66.4
|
|
|
$
|
127.0
|
|
|
$
|
172.8
|
|
|
$
|
348.9
|
|
(In millions)
|
July 31, 2020
|
|
October 31, 2019
|
||||
Total identifiable assets:
|
|
|
|
||||
CooperVision
|
$
|
4,240.8
|
|
|
$
|
3,911.6
|
|
CooperSurgical
|
2,290.7
|
|
|
2,189.8
|
|
||
Corporate
|
216.9
|
|
|
173.1
|
|
||
Total
|
$
|
6,748.4
|
|
|
$
|
6,274.5
|
|
Periods Ended July 31,
|
Three Months
|
|
Nine Months
|
||||||||||||
(In millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net sales to unaffiliated customers by country of domicile:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
263.7
|
|
|
$
|
306.2
|
|
|
$
|
779.6
|
|
|
$
|
891.1
|
|
Europe
|
185.2
|
|
|
222.7
|
|
|
577.3
|
|
|
642.0
|
|
||||
Rest of world
|
129.3
|
|
|
150.5
|
|
|
392.4
|
|
|
428.7
|
|
||||
Total
|
$
|
578.2
|
|
|
$
|
679.4
|
|
|
$
|
1,749.3
|
|
|
$
|
1,961.8
|
|
(In millions)
|
July 31, 2020
|
|
October 31, 2019
|
||||
Net property, plant and equipment by country of domicile:
|
|
|
|
||||
United States
|
$
|
686.2
|
|
|
$
|
626.5
|
|
Europe
|
367.6
|
|
|
358.8
|
|
||
Rest of world
|
183.9
|
|
|
146.8
|
|
||
Total
|
$
|
1,237.7
|
|
|
$
|
1,132.1
|
|
(In millions, except for number of instruments)
|
Number of Instruments
|
|
Notional Value
|
|||
Interest Rate Swap Contracts
|
6
|
|
|
$
|
1,500
|
|
|
|
Derivative Liabilities
|
||||||||
(In millions)
|
|
|
|
July 31, 2020
|
|
July 31, 2019
|
||||
Derivatives designated as cash flow hedges
|
|
Balance sheet location
|
|
|
|
|
||||
Interest rate swap contracts
|
|
Other current liabilities
|
|
$
|
0.7
|
|
|
$
|
—
|
|
Interest rate swap contracts
|
|
Other non-current liabilities
|
|
23.1
|
|
|
—
|
|
||
|
|
|
|
$
|
23.8
|
|
|
$
|
—
|
|
Periods Ended July 31,
|
|
|
Three Months
|
|
Nine Months
|
||||||||||||
(In millions)
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Derivatives designated as cash flow hedges
|
|
Location of Loss Recognized on Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate swap contracts
|
|
Interest expense
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
(In millions)
|
|
Amount
|
||
Beginning balance gain / (loss) as of October 31, 2019
|
|
$
|
—
|
|
Amount recognized in other comprehensive income on interest rate swap contracts, gross
|
|
(25.4
|
)
|
|
Amount reclassified from other comprehensive income into earnings, gross
|
|
1.6
|
|
|
Ending balance gain / (loss) as of July 31, 2020
|
|
$
|
(23.8
|
)
|
•
|
The effects of the ongoing COVID-19 pandemic and related economic disruptions and new governmental regulations on our business, results of operations, cash flow and financial condition, including but not limited to the potential impact on our sales, operations and supply chain.
|
•
|
Adverse changes in the global or regional general business, political and economic conditions, including the impact of continuing uncertainty and instability of certain countries, that could adversely affect our global markets, and the potential adverse economic impact and related uncertainty caused by these items, including but not limited to, the ongoing COVID-19 pandemic, and escalating global trade barriers including additional tariffs, by countries such as China.
|
•
|
Adverse changes in global political and economic conditions, and related uncertainty caused by the United Kingdom’s withdrawal from the European Union (EU) and its potential impact on, among other things, the movement of goods and materials in our supply chain, additional regulatory approvals and requirements, and increased tariffs and duties.
|
•
|
Changes in tax laws or their interpretation and changes in statutory tax rates, including but not limited to, the U.S., the United Kingdom and other countries may affect our taxation of earnings recognized in foreign jurisdictions and/or negatively impact our effective tax rate.
|
•
|
Foreign currency exchange rate and interest rate fluctuations including the risk of fluctuations in the value of foreign currencies or interest rates that would decrease our net sales and earnings.
|
•
|
Our existing and future variable rate indebtedness and associated interest expense is impacted by rate increases, which could adversely affect our financial health or limit our ability to borrow additional funds.
|
•
|
Acquisition-related adverse effects including the failure to successfully obtain the anticipated net sales, margins and earnings benefits of acquisitions, integration delays or costs and the requirement to record significant adjustments to the preliminary fair value of assets acquired and liabilities assumed within the measurement period, required regulatory approvals for an acquisition not being obtained or being delayed or subject to conditions that are not anticipated, adverse impacts of changes to accounting controls and reporting procedures, contingent liabilities or indemnification obligations, increased leverage and lack of access to available financing (including financing for the acquisition or refinancing of debt owed by us on a timely basis and on reasonable terms).
|
•
|
Compliance costs and potential liability in connection with U.S. and foreign laws and health care regulations pertaining to privacy and security of third- party information, such as HIPAA and the California Consumer Privacy
|
•
|
A major disruption in the operations of our manufacturing, accounting and financial reporting, research and development, distribution facilities or raw material supply chain due to the ongoing COVID-19 pandemic, integration of acquisitions, man-made or natural disasters, cybersecurity incidents or other causes.
|
•
|
A major disruption in the operations of our manufacturing, accounting and financial reporting, research and development or distribution facilities due to technological problems, including any related to our information systems maintenance, enhancements or new system deployments, integrations or upgrades.
|
•
|
Market consolidation of large customers globally through mergers or acquisitions resulting in a larger proportion or concentration of our business being derived from fewer customers.
|
•
|
Disruptions in supplies of raw materials, particularly components used to manufacture our silicone hydrogel lenses.
|
•
|
New U.S. and foreign government laws and regulations, and changes in existing laws, regulations and enforcement guidance, which affect areas of our operations including, but not limited to, those affecting the health care industry, including the contact lens industry specifically and the medical device or pharmaceutical industries generally, including but not limited to the EU Medical Devices Regulation (MDR), the EU In Vitro Diagnostic Medical Devices Regulation (IVDR), and the medical device excise tax under the U.S. Affordable Care Act.
|
•
|
Legal costs, insurance expenses, settlement costs and the risk of an adverse decision, prohibitive injunction or settlement related to product liability, patent infringement or other litigation.
|
•
|
Limitations on sales following product introductions due to poor market acceptance.
|
•
|
New competitors, product innovations or technologies, including but not limited to, technological advances by competitors, new products and patents attained by competitors, and competitors' expansion through acquisitions.
|
•
|
Reduced sales, loss of customers and costs and expenses related to product recalls and warning letters.
|
•
|
Failure to receive, or delays in receiving, regulatory approvals for products.
|
•
|
Failure of our customers and end users to obtain adequate coverage and reimbursement from third-party payors for our products and services.
|
•
|
The requirement to provide for a significant liability or to write off, or accelerate depreciation on, a significant asset, including goodwill, other intangible assets and idle manufacturing facilities and equipment.
|
•
|
The success of our research and development activities and other start-up projects.
|
•
|
Dilution to earnings per share from acquisitions or issuing stock.
|
•
|
Impact and costs incurred from changes in accounting standards and policies.
|
•
|
Environmental risks, including increasing environmental legislation and the broader impacts of climate change.
|
•
|
Other events described in our Securities and Exchange Commission filings, including the “Business” and “Risk Factors” sections in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019, as such Risk Factors may be updated in quarterly filings including updates made in this filing.
|
•
|
Free Cash Flow - Free cash flow is calculated as net cash provided by operating activities less capital expenditures.
|
•
|
Constant currency - Constant currency is defined as excluding the effect of foreign currency fluctuations.
|
•
|
Gross profit $360.8 million, down 20% from $450.7 million in the prior year period, primarily due to the negative impact of COVID-19 on net sales
|
•
|
Operating income $72.0 million down 49% from $142.2 million in the prior year period
|
•
|
Diluted earnings per share $1.12, down 53% from $2.40 per share in the prior year period
|
•
|
Cash provided by operations $112.8 million, compared to $196.7 million in the prior year period.
|
•
|
Gross profit $1,110.8 million, down 15% from $1301.8 million in the prior year period, primarily due to negative impact of COVID-19 on net sales
|
•
|
Operating income $211.7 million, down 47% from $400.1 million in the prior year period
|
•
|
Diluted earnings per share $3.17, down 54% from $6.91 per share in the prior year period
|
•
|
Cash provided by operations $268.3 million, compared to $513.3 million in the prior year period.
|
•
|
Blanchard Contact Lenses on December 28, 2018 - a privately-held scleral lens company, which expands CooperVision's specialty and scleral lens portfolio.
|
•
|
A privately-held distributor of IVF medical devices and systems on December 13, 2019.
|
•
|
Incisive Surgical Inc. on December 31, 2018 - a privately-held U.S. medical device company that develops mechanical surgical solutions for skin closure.
|
|
Three Months
|
|
Nine Months
|
||||||||||||||
|
Percentage of Net Sales
|
|
2020 vs 2019 % Change in Absolute Values
|
|
Percentage of Net Sales
|
|
2020 vs 2019 % Change in Absolute Values
|
||||||||||
Periods Ended July 31,
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
||||||||
Net sales
|
100
|
%
|
|
100
|
%
|
|
(15
|
)%
|
|
100
|
%
|
|
100
|
%
|
|
(11
|
)%
|
Cost of sales
|
38
|
%
|
|
34
|
%
|
|
(5
|
)%
|
|
37
|
%
|
|
34
|
%
|
|
(3
|
)%
|
Gross profit
|
62
|
%
|
|
66
|
%
|
|
(20
|
)%
|
|
63
|
%
|
|
66
|
%
|
|
(15
|
)%
|
Selling, general and administrative expense
|
40
|
%
|
|
37
|
%
|
|
(7
|
)%
|
|
42
|
%
|
|
38
|
%
|
|
(2
|
)%
|
Research and development expense
|
4
|
%
|
|
3
|
%
|
|
1
|
%
|
|
4
|
%
|
|
3
|
%
|
|
7
|
%
|
Amortization of intangibles
|
6
|
%
|
|
5
|
%
|
|
(8
|
)%
|
|
6
|
%
|
|
6
|
%
|
|
(7
|
)%
|
Gain on sale of an intangible
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Operating income
|
12
|
%
|
|
21
|
%
|
|
(49
|
)%
|
|
12
|
%
|
|
20
|
%
|
|
(47
|
)%
|
Periods Ended July 31,
|
Three Months
|
|
Nine Months
|
||||||||||||||||||||||||
($ in millions)
|
2020
|
|
2019
|
|
Increase / (Decrease)
|
2020 vs 2019 % Change
|
|
2020
|
|
2019
|
|
Increase / (Decrease)
|
2020 vs 2019 % Change
|
||||||||||||||
CooperVision
|
$
|
449.3
|
|
|
$
|
509.1
|
|
|
$
|
(59.8
|
)
|
(12
|
)%
|
|
$
|
1,336.7
|
|
|
$
|
1,463.3
|
|
|
$
|
(126.6
|
)
|
(9
|
)%
|
CooperSurgical
|
128.9
|
|
|
170.3
|
|
|
(41.4
|
)
|
(24
|
)%
|
|
412.6
|
|
|
498.5
|
|
|
(85.9
|
)
|
(17
|
)%
|
||||||
Net sales
|
$
|
578.2
|
|
|
$
|
679.4
|
|
|
$
|
(101.2
|
)
|
(15
|
)%
|
|
$
|
1,749.3
|
|
|
$
|
1,961.8
|
|
|
$
|
(212.5
|
)
|
(11
|
)%
|
•
|
Spherical lenses including lenses that correct near- and farsightedness uncomplicated by more complex visual defects
|
•
|
Toric and multifocal lenses including lenses that, in addition to correcting near- and farsightedness, address more complex visual defects such as astigmatism and presbyopia by adding optical properties of cylinder and axis, which correct for irregularities in the shape of the cornea.
|
Three Months Ended July 31,
($ in millions) |
2020
|
|
2019
|
|
2020 vs 2019
% Change |
|||||
Toric
|
$
|
147.6
|
|
|
$
|
163.1
|
|
|
(9
|
)%
|
Multifocal
|
46.9
|
|
|
52.4
|
|
|
(10
|
)%
|
||
Single-use spheres
|
126.5
|
|
|
146.3
|
|
|
(14
|
)%
|
||
Non single-use sphere, other
|
128.3
|
|
|
147.3
|
|
|
(13
|
)%
|
||
|
$
|
449.3
|
|
|
$
|
509.1
|
|
|
(12
|
)%
|
Nine Months Ended July 31,
|
|
|
|
|
|
||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020 vs 2019
% Change |
|||||
Toric
|
|
$
|
436.3
|
|
|
$
|
464.4
|
|
|
(6
|
)%
|
Multifocal
|
|
143.8
|
|
|
151.1
|
|
|
(5
|
)%
|
||
Single-use spheres
|
|
380.7
|
|
|
413.6
|
|
|
(8
|
)%
|
||
Non single-use sphere, other
|
|
375.9
|
|
|
434.2
|
|
|
(13
|
)%
|
||
|
|
$
|
1336.7
|
|
|
$
|
1463.3
|
|
|
(9
|
)%
|
•
|
The COVID-19 pandemic has negatively impacted our business. Net sales in the three and nine month periods declined by 12% and 9%, respectively, compared to the corresponding periods in the prior year. Customers have either slowed down purchases or delayed orders due to a desire to reduce inventories, reduced contact lens wear driven by limited social interaction and lack of patient access on account of certain office closures and reduced access as offices reopen. We started experiencing downward pressure on net sales when markets started closing during our second quarter of fiscal 2020 as social restrictions were put in place and the offices of health care providers were closed
|
•
|
CooperVision’s Toric, Multifocal, Single-use sphere and Non-single-use sphere lenses net sales declined in three and nine months ended July 31, 2020, compared to prior year periods, primarily due to reduced economic activity across all our markets due to the COVID-19 pandemic. However, Toric lenses and Single-use sphere lenses net sales decline was partially offset by higher sales of MyDay and MiSight, respectively
|
•
|
"Other" products primarily include lens care which represented approximately 2% of net sales in the three and nine months ended July 31, 2020, and in prior year comparative periods
|
•
|
Total silicone hydrogel products decreased by 10% and 6% in three and nine months ended, respectively, representing 73% of net sales in the three and nine months ended July 31, 2020 compared to 72% and 71% in the three and nine months ended July 31, 2019
|
•
|
Foreign exchange rates negatively impacted sales by approximately $2.8 million and $12.4 million in the three and nine months ended, respectively, compared to $11.0 million and $46.6 million in prior year periods. In the three and nine months ended July 31, 2020, net sales decreased 11% and 8% in constant currency over the prior year periods
|
•
|
Sales reduction was primarily driven by a decrease in the volume of lenses sold. Average realized prices by product did not materially influence sales
|
•
|
We expect to continue seeing downward pressure on net sales if the COVID-19 pandemic continues, optical retailers and healthcare centers continue to restrict access, and social distancing measures continue.
|
Periods Ended July 31,
|
|
Three Months
|
|
Nine Months
|
||||||||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020 vs 2019
% Change |
|
2020
|
|
2019
|
|
2020 vs 2019
% Change |
||||||||||
Americas
|
|
$
|
176.5
|
|
|
$
|
195.0
|
|
|
(10
|
)%
|
|
$
|
515.5
|
|
|
$
|
564.4
|
|
|
(9
|
)%
|
EMEA
|
|
165.7
|
|
|
196.0
|
|
|
(15
|
)%
|
|
506.8
|
|
|
561.4
|
|
|
(10
|
)%
|
||||
Asia Pacific
|
|
107.1
|
|
|
118.1
|
|
|
(9
|
)%
|
|
314.4
|
|
|
337.5
|
|
|
(7
|
)%
|
||||
|
|
$
|
449.3
|
|
|
$
|
509.1
|
|
|
(12
|
)%
|
|
$
|
1,336.7
|
|
|
$
|
1,463.3
|
|
|
(9
|
)%
|
Three Months Ended July 31,
($ in millions) |
|
2020
|
|
2019
|
|
2020 vs 2019
% Change |
|||||
Office and surgical products
|
|
$
|
81.7
|
|
|
$
|
106.3
|
|
|
(23
|
)%
|
Fertility
|
|
47.2
|
|
|
64.0
|
|
|
(26
|
)%
|
||
|
|
$
|
128.9
|
|
|
$
|
170.3
|
|
|
(24
|
)%
|
Nine Months Ended July 31,
|
|
|
|
||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020 vs 2019
% Change |
|||||
Office and surgical products
|
|
$
|
249.7
|
|
|
$
|
307.7
|
|
|
(19
|
)%
|
Fertility
|
|
162.9
|
|
|
190.8
|
|
|
(15
|
)%
|
||
|
|
$
|
412.6
|
|
|
$
|
498.5
|
|
|
(17
|
)%
|
•
|
We have experienced COVID-19 pandemic-related economic disruptions and decline in net sales during the three and nine months ended July 31, 2020. We experienced downward pressure on revenue when major markets started closing as social restrictions were put in place and the offices of certain health care providers were closed. In response to the COVID-19 pandemic, as a precautionary measure, certain health care facilities and medical offices were closed or restricted access and surgeries and elective medical procedures and exams have been deferred or canceled. Further, there has been a significant reduction in physician office visits, and healthcare centers have postponed or canceled capital purchases
|
•
|
Office and surgical products decreased compared to the prior year periods mainly due to reduction in Paragard sales compared to prior year periods. Further, there has been a reduction in revenue from other surgical products such as Uterine Manipulators, Surgical Retractors, Closure products, Point-of-Care products and Filshie Clip system, partially offset by an increase in revenue from acquired products of Incisive Surgical and Endosee products
|
•
|
Fertility net sales declined compared to the prior year periods mainly due to reduction in revenue from PGT testing, IVF consumables and IVF equipment
|
•
|
Foreign exchange rates negatively impacted sales by approximately $0.5 million and $2.6 million in the three and nine months ended, respectively, compared to $1.6 million and $7.7 million in the prior year periods. In the three and nine months of 2020, net sales decreased 24% and 17% in constant currency over the prior year periods
|
•
|
We expect to continue seeing downward pressure on net sales if the COVID-19 pandemic continues, hospitals and healthcare centers continue to restrict access, and social distancing measures continue.
|
Gross Profit Percentage of Net Sales
|
|
Three Months
|
|
Nine Months
|
||||||||
Periods Ended July 31,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
CooperVision
|
|
61
|
%
|
|
65
|
%
|
|
63
|
%
|
|
65
|
%
|
CooperSurgical
|
|
66
|
%
|
|
71
|
%
|
|
65
|
%
|
|
69
|
%
|
Consolidated
|
|
62
|
%
|
|
66
|
%
|
|
63
|
%
|
|
66
|
%
|
•
|
$15.6 million and $37.6 million of costs respectively, primarily related to incremental costs associated with the impact of the COVID-19 pandemic including capacity reduction costs and other manufacturing related costs
|
•
|
integration and manufacturing related costs of $3.6 million and $6.5 million included in three and nine months ended July 31, 2019, respectively.
|
•
|
$6.8 million and $15.4 million of costs respectively, primarily incremental costs associated with the impact of the COVID-19, integration costs and other manufacturing related costs
|
•
|
the unfavorable impact to margin from changes in product mix for nine months ended July 31, 2020
|
•
|
integration and manufacturing related costs of $2.9 million and $11.2 million included in the three and nine months ended July 31, 2019.
|
Three Months Ended July 31,
($ in millions) |
|
2020
|
|
% Net
Sales
|
|
2019
|
|
% Net
Sales
|
|
2020 vs 2019 % Change
|
|||||||
CooperVision
|
|
$
|
160.7
|
|
|
36
|
%
|
|
$
|
171.9
|
|
|
34
|
%
|
|
(7
|
)%
|
CooperSurgical
|
|
59.7
|
|
|
46
|
%
|
|
65.3
|
|
|
38
|
%
|
|
(9
|
)%
|
||
Corporate
|
|
12.4
|
|
|
—
|
|
|
12.6
|
|
|
—
|
|
|
(1
|
)%
|
||
|
|
$
|
232.8
|
|
|
40
|
%
|
|
$
|
249.8
|
|
|
37
|
%
|
|
(7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Nine Months Ended July 31,
($ in millions)
|
|
2020
|
|
% Net
Sales
|
|
2019
|
|
% Net
Sales
|
|
2020 vs 2019 % Change
|
|||||||
CooperVision
|
|
$
|
493.8
|
|
|
37
|
%
|
|
$
|
509.7
|
|
|
35
|
%
|
|
(3
|
)%
|
CooperSurgical
|
|
195.1
|
|
|
47
|
%
|
|
202.1
|
|
|
41
|
%
|
|
(4
|
)%
|
||
Corporate
|
|
39.4
|
|
|
—
|
|
|
34.8
|
|
|
—
|
|
|
13
|
%
|
||
|
|
$
|
728.3
|
|
|
42
|
%
|
|
$
|
746.6
|
|
|
38
|
%
|
|
(2
|
)%
|
Three Months Ended July 31,
($ in millions) |
|
2020
|
|
% Net
Sales |
|
2019
|
|
% Net
Sales |
|
2020 vs 2019
% Change |
|||||||
CooperVision
|
|
$
|
13.2
|
|
|
3
|
%
|
|
$
|
13.6
|
|
|
3
|
%
|
|
(3
|
)%
|
CooperSurgical
|
|
8.6
|
|
|
7
|
%
|
|
7.9
|
|
|
5
|
%
|
|
9
|
%
|
||
|
|
$
|
21.8
|
|
|
4
|
%
|
|
$
|
21.5
|
|
|
3
|
%
|
|
1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Nine Months Ended July 31,
($ in millions)
|
|
2020
|
|
% Net
Sales |
|
2019
|
|
% Net
Sales |
|
2020 vs 2019
% Change |
|||||||
CooperVision
|
|
$
|
39.1
|
|
|
3
|
%
|
|
$
|
40.1
|
|
|
3
|
%
|
|
(2
|
)%
|
CooperSurgical
|
|
28.7
|
|
|
7
|
%
|
|
23.3
|
|
|
5
|
%
|
|
23
|
%
|
||
|
|
$
|
67.8
|
|
|
4
|
%
|
|
$
|
63.4
|
|
|
3
|
%
|
|
7
|
%
|
•
|
CooperVision's R&D decreased in the three and nine months ended July 31, 2020 compared to fiscal 2019, mainly due to timing of clinical studies. As a percentage of sales, R&D expense remained flat. CooperVision's R&D activities are primarily focused on the development of contact lenses, manufacturing technology and process enhancements
|
•
|
The increase in CooperSurgical's R&D in the three and nine months ended July 31, 2020 compared to fiscal 2019 was primarily due to increased investment activities in developing new products and services and upgrades of existing products. CooperSurgical has not paused research programs during the COVID-19 pandemic and has maintained its spend on innovations and increased its spend on key regulatory investment areas to support our long-term objectives. As a percentage of sales, R&D expense increased. CooperSurgical's R&D activities include diagnostics, IVF product development and the design and upgrade of surgical procedure devices.
|
Three Months Ended July 31,
($ in millions) |
2020
|
|
% Net
Sales |
|
2019
|
|
% Net
Sales |
|
2020 vs 2019
% Change |
|||||||
CooperVision
|
$
|
7.8
|
|
|
2
|
%
|
|
$
|
10.7
|
|
|
2
|
%
|
|
(27
|
)%
|
CooperSurgical
|
26.4
|
|
|
20
|
%
|
|
26.5
|
|
|
16
|
%
|
|
—
|
%
|
||
|
$
|
34.2
|
|
|
6
|
%
|
|
$
|
37.2
|
|
|
5
|
%
|
|
(8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Nine Months Ended July 31,
($ in millions)
|
2020
|
|
% Net
Sales |
|
2019
|
|
% Net
Sales |
|
2020 vs 2019
% Change |
|||||||
CooperVision
|
$
|
24.3
|
|
|
2
|
%
|
|
$
|
31.9
|
|
|
2
|
%
|
|
(24
|
)%
|
CooperSurgical
|
78.7
|
|
|
19
|
%
|
|
78.8
|
|
|
16
|
%
|
|
—
|
%
|
||
|
$
|
103.0
|
|
|
6
|
%
|
|
$
|
110.7
|
|
|
6
|
%
|
|
(7
|
)%
|
Three Months Ended July 31,
($ in millions) |
|
2020
|
|
% Net
Sales |
|
2019
|
|
% Net
Sales |
|
2020 vs 2019
% Change |
|||||||
CooperVision
|
|
$
|
93.7
|
|
|
21
|
%
|
|
$
|
134.2
|
|
|
26
|
%
|
|
(30
|
)%
|
CooperSurgical
|
|
(9.3
|
)
|
|
(7
|
)%
|
|
20.6
|
|
|
12
|
%
|
|
(145
|
)%
|
||
Corporate
|
|
(12.4
|
)
|
|
—
|
|
|
(12.6
|
)
|
|
—
|
|
|
(1
|
)%
|
||
|
|
$
|
72.0
|
|
|
12
|
%
|
|
$
|
142.2
|
|
|
21
|
%
|
|
(49
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Nine Months Ended July 31,
($ in millions)
|
|
2020
|
|
% Net
Sales |
|
2019
|
|
% Net
Sales |
|
2020 vs 2019
% Change |
|||||||
CooperVision
|
|
$
|
284.4
|
|
|
21
|
%
|
|
$
|
375.9
|
|
|
26
|
%
|
|
(24
|
)%
|
CooperSurgical
|
|
(33.3
|
)
|
|
(8
|
)%
|
|
59.0
|
|
|
12
|
%
|
|
(156
|
)%
|
||
Corporate
|
|
(39.4
|
)
|
|
—
|
|
|
(34.8
|
)
|
|
—
|
|
|
13
|
%
|
||
|
|
$
|
211.7
|
|
|
12
|
%
|
|
$
|
400.1
|
|
|
20
|
%
|
|
(47
|
)%
|
Three Months Ended July 31,
($ in millions) |
2020
|
|
% Net
Sales |
|
2019
|
|
% Net
Sales |
|
2020 vs 2019
% Change |
|||||||
Interest expense
|
$
|
5.7
|
|
|
1
|
%
|
|
$
|
16.7
|
|
|
2
|
%
|
|
(66
|
)%
|
|
|
|
|
|
|
|
|
|
|
|||||||
Nine Months Ended July 31,
($ in millions)
|
2020
|
|
% Net Sales
|
|
2019
|
|
% Net Sales
|
|
2020 vs 2019
% Change |
|||||||
Interest expense
|
$
|
30.1
|
|
|
2
|
%
|
|
$
|
53.3
|
|
|
3
|
%
|
|
(44
|
)%
|
Periods Ended July 31,
|
|
Three Months
|
|
Nine Months
|
||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Foreign exchange loss (gain)
|
|
$
|
(2.5
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
1.4
|
|
|
$
|
(1.1
|
)
|
Other Expense (Income), net
|
|
2.4
|
|
|
(0.4
|
)
|
|
7.4
|
|
|
(1.0
|
)
|
||||
|
|
$
|
(0.1
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
8.8
|
|
|
$
|
(2.1
|
)
|
Periods Ended July 31,
|
|
Three Months
|
|
Nine Months
|
||||||||||||
($ in millions)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Selling, general and administrative expense
|
|
$
|
8.1
|
|
|
$
|
6.8
|
|
|
$
|
25.0
|
|
|
$
|
22.1
|
|
Cost of sales
|
|
0.9
|
|
|
1.0
|
|
|
3.1
|
|
|
3.9
|
|
||||
Research and development expense
|
|
0.6
|
|
|
0.5
|
|
|
1.8
|
|
|
2.4
|
|
||||
Total share-based compensation expense
|
|
$
|
9.6
|
|
|
$
|
8.3
|
|
|
$
|
29.9
|
|
|
$
|
28.4
|
|
Related income tax benefit
|
|
$
|
1.2
|
|
|
$
|
1.1
|
|
|
$
|
3.8
|
|
|
$
|
4.0
|
|
•
|
Operating cash flow was $112.8 million compared to $196.7 million in the prior year period
|
•
|
Expenditures for purchases of property, plant and equipment were $45.1 million compared to $75.4 million in the prior year period
|
•
|
Cash provided by operations $112.8 million offset by capital expenditures $45.1 million resulted in positive free cash flow of $67.7 million, down 44% compared to the prior year period
|
•
|
Operating cash flow was $268.3 million compared to $513.3 million in the prior year period
|
•
|
Expenditures for purchases of property, plant and equipment were $203.4 million compared to $207.3 million in the prior year period
|
•
|
Cash payments for acquisitions and others, of $17.9 million, compared to $59.1 million in the prior year period
|
•
|
Cash provided by operations $268.3 million offset by capital expenditures $203.4 million resulted in positive free cash flow of $64.9 million, down 79% compared to the prior year period
|
($ in millions)
|
|
July 31, 2020
|
|
October 31, 2019
|
||||
Cash and cash equivalents
|
|
$
|
127.4
|
|
|
$
|
89.0
|
|
Total assets
|
|
$
|
6,748.4
|
|
|
$
|
6,274.5
|
|
Working capital
|
|
$
|
192.6
|
|
|
$
|
52.8
|
|
Total debt
|
|
$
|
1,880.4
|
|
|
$
|
1,826.3
|
|
Stockholders' equity
|
|
$
|
3,760.4
|
|
|
$
|
3,628.6
|
|
Ratio of debt to equity
|
|
0.50:1
|
|
|
0.50:1
|
|
||
Debt as a percentage of total capitalization
|
|
33
|
%
|
|
33
|
%
|
•
|
increase in inventories $88.0 million due to lower sales from the COVID-19 impact and higher manufacturing costs
|
•
|
increase in cash and cash equivalents $38.4 million
|
•
|
decrease in other current liabilities $36.9 million primarily due to timing of payments and a reduction in fiscal 2020 customer rebate accruals due to the decrease in sales resulting from the COVID-19 pandemic
|
•
|
increase in prepaid expense and other current assets $16.3 million
|
•
|
increase in trade accounts receivable $15.2 million
|
•
|
decrease in short-term debt $11.1 million, partially offset by;
|
•
|
increase in accounts payable $30.1 million due to timing of payments
|
•
|
increase in employee compensation and benefits $3.7 million
|
•
|
recognition of current operating lease liabilities $32.3 million on adoption of ASC 842, Leases
|
•
|
decrease in net income of $188.5 million from a net income of $345.7 million in the first nine months of fiscal 2019 to $157.2 million in the first nine months of fiscal 2020;
|
•
|
decrease of $133.8 million in net cash outflow from changes in operating capital, from $22.1 million outflow in the first nine months of fiscal 2019 to $155.9 million outflow in the first nine months of fiscal 2020, partially offset by; and
|
•
|
increase of $58.5 million in non-cash items, from $(1.5) million during the first nine months of fiscal 2019 to $57.0 million during the first nine months of fiscal 2020.
|
•
|
$54.5 million decrease in the net changes in inventories primarily due to lower sales;
|
•
|
$44.7 million decrease in the net changes in prepayments and other assets primarily due to the refund of the prepayment made to the U.K. Tax Authorities in the prior year period;
|
•
|
$37.6 million decrease in the net changes in accrued liabilities and other primarily due to impact from adoption of ASC 842, Leases and a reduction in customer rebate accruals as a result of the decrease in sales;
|
•
|
$22.7 million decrease in the net changes in income tax payable, partially offset by;
|
•
|
$16.9 million increase in the net changes in accounts payable primarily due to timing of payments; and
|
•
|
$5.4 million increase in the net changes in trade and other receivables primarily due to timing of collections.
|
•
|
increase of $39.2 million driven by net changes in long term tax liabilities, deferred taxes and defined benefit plan;
|
•
|
increase of $24.6 million in non-cash lease expense, partially offset by; and
|
•
|
decrease of $14.3 million driven by net changes in other long-term assets primarily due to capitalized cloud computing costs.
|
•
|
decrease of $41.2 million in payments made for acquisitions in the first nine months of fiscal 2020 compared to the prior year period, largely due to the acquisition of Incisive Surgical Inc. and Blanchard Contact Lenses in the first nine months of fiscal 2019, partially offset by; and
|
•
|
decrease of $3.9 million in capital expenditures.
|
•
|
$1,509.6 million increase in proceeds from long-term debt, primarily due to funds received from the Revolving Credit and Term Loan Agreement entered into on April 1, 2020, partially offset by;
|
•
|
$882.0 million increase in repayments of long-term debt, primarily related to termination of 2017 Term Loan Agreement and the 2016 Credit Agreement; and
|
•
|
$364.8 million decrease in net proceeds from short-term debt, primarily due to $400 million short term loan taken on November 1, 2018.
|
(In millions)
|
|
Facility Limit
|
|
Outstanding Borrowings
|
|
Outstanding Letters of Credit
|
|
Total Amount Available
|
|
Maturity Date
|
||||||||
2020 Revolving Credit Facility
|
|
$
|
1,290.0
|
|
|
$
|
478.0
|
|
|
$
|
1.4
|
|
|
$
|
810.6
|
|
|
April 1, 2025
|
2020 Term Loan Facility
|
|
850.0
|
|
|
850.0
|
|
|
n/a
|
|
|
—
|
|
|
April 1, 2025
|
||||
2019 Term Loan
|
|
500.0
|
|
|
500.0
|
|
|
n/a
|
|
|
—
|
|
|
September 25, 2020
|
||||
Total
|
|
$
|
2,640
|
|
|
$
|
1,828
|
|
|
$
|
1.4
|
|
|
$
|
810.6
|
|
|
|
Periods Ended July 31,
|
Nine Months
|
||||||
|
2020
|
|
2019
|
||||
Number of shares
|
160,850
|
|
|
24,500
|
|
||
Average repurchase price per share
|
$
|
296.9
|
|
|
$
|
248.7
|
|
Total costs of shares repurchased (in millions)
|
$
|
47.8
|
|
|
$
|
6.1
|
|
|
|
|
•
|
we may have difficulty enforcing intellectual property rights in some foreign countries;
|
•
|
we may have difficulty gaining market share in countries such as Japan and China because of regulatory restrictions and customer preferences;
|
•
|
we may find it difficult to grow in emerging markets such as China, India, Russia, Brazil and other developing nations due to, among other things, customer acceptance, undeveloped and/or unfamiliar distribution channels, regulatory restrictions and changes, and business knowledge of these new markets;
|
•
|
tax rates in some foreign countries may exceed those of the United States, and foreign earnings may be subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including the tariffs enacted by the U.S. government on various imports from China and by the Chinese government on certain U.S. goods, the scope and duration of which remain uncertain;
|
•
|
we may find it difficult to comply with a variety of United States and foreign legal, compliance and regulatory requirements such as the Foreign Corrupt Practices Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the United Kingdom (U.K.) Bribery Act and international data security and privacy laws and MDR and IVDR;
|
•
|
we may find it difficult to manage a large organization spread throughout various countries;
|
•
|
fluctuations in currency exchange rates could adversely affect our results;
|
•
|
foreign customers may have longer payment cycles than customers in the United States;
|
•
|
failure to comply with United States Department of Commerce and other nations' import-export controls may result in fines and/or penalties;
|
•
|
general economic and political conditions in the countries where we operate may have an adverse effect on our operations in those countries or not be favorable to our growth strategy;
|
•
|
natural disasters (including pandemics), war, terrorism, labor disruptions and international conflicts may cause significant economic disruption and political and social instability, resulting in decreased demand for our products, adversely affecting our manufacturing and distribution capabilities, or causing interruptions in our supply chain;
|
•
|
foreign governments may adopt regulations, including those similar to MDR and IVDR or take other actions that would have a direct or indirect adverse impact on our business and market opportunities, including but not limited to increased enforcement of potentially conflicting and ambiguous anti-bribery laws;
|
•
|
we may have difficulty enforcing agreements and collecting receivables through some foreign legal systems; and
|
•
|
we may be subject to unforeseen economic or political events in certain countries that may have an impact on our customers' ability or preferences to buy our products.
|
|
|
|
Exhibit
Number
|
Description
|
|
|
|
|
10.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
101.1
|
The following materials from the Company's Quarterly Report on Form 10-Q for the three and nine months period ended July 31, 2020 formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Income and Comprehensive Income, (ii) Consolidated Condensed Balance Sheets, (iii) Consolidated Condensed Statements of Stockholders' Equity, (iv) Consolidated Condensed Statements of Cash Flows and (v) related Notes to Consolidated Condensed Financial Statements.
|
|
|
104.1
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
The Cooper Companies, Inc.
|
|
(Registrant)
|
|
|
Date: September 4, 2020
|
/s/ Brian G. Andrews
|
|
Brian G. Andrews
|
|
Senior Vice President, Chief Financial Officer & Treasurer
(Principal Financial Officer)
|
|
|
|
|
|
|
Date: September 4, 2020
|
/s/ Agostino Ricupati
|
|
Agostino Ricupati
|
|
Chief Accounting Officer & Senior Vice President, Finance & Tax (Principal Accounting Officer)
|
Date: July 1, 2020
|
|
|
/s/ Robert D. Auerbach M.D.
|
|
Robert D. Auerbach M.D.
|
|
|
Date: July 1, 2020
|
/s/ Albert G. White III
|
|
Albert G. White III
|
|
President and Chief Executive Officer
|
Date: July 1, 2020
|
|
|
/s/ Robert D. Auerbach M.D.
|
|
Robert D. Auerbach M.D.
|
|
|
Date: July 1, 2020
|
/s/ Albert G. White III
|
|
Albert G. White III
|
|
President and Chief Executive Officer
|
Date: September 4, 2020
|
|
|
|
/s/ Albert G. White III
|
|
|
Albert G. White III
|
|
|
President and Chief Executive Officer
|
|
Date: September 4, 2020
|
|
|
|
/s/ Brian G. Andrews
|
|
|
Brian G. Andrews
|
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
|
•
|
the Quarterly Report on Form 10-Q of The Cooper Companies, Inc. (the “Company”) for the quarterly period ended July 31, 2020, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: September 4, 2020
|
/s/ Albert G. White III
|
|
Albert G. White III
|
|
President and Chief Executive Officer
|
•
|
the Quarterly Report on Form 10-Q of The Cooper Companies, Inc. (the “Company”) for the quarterly period ended July 31, 2020, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: September 4, 2020
|
/s/ Brian G. Andrews
|
|
Brian G. Andrews
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|