SEC Comment Letter for COOPER COMPANIES, INC. (COO) (CIK 0000711404) (COO) — May 10, 2006
COOPER COMPANIES, INC. (COO) (CIK 0000711404)
Date: May 10, 2006 · CIK: 0000711404 · Accession: 0000000000-06-022202
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-08597
Letter
April 26, 2006 Via U.S. Mail and Facsimile Mr. Steven M. Neil Chief Financial Officer, Vice President and Treasurer The Cooper Companies, Inc. 6140 Stoneridge Mall Road, Suite 590 Pleasanton, CA 94588
Re: The Cooper Companies, Inc. Form 10-K for Fiscal Year Ended October 31, 2005 Filed January 17, 2006 File No. 001-08597
Dear Mr. Neil:
We have reviewed your filing and have the following comments. We have limited our review to only your financial stat ements and related disclosures and do not intend to expand our review to other portions of your docum ents. Where indicated, we think you should revise your docum ent in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this info rmation, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Steven M. Neil The Cooper Companies, Inc. April 26, 2006 Page 2 Form 10-K For the Fiscal Year Ended October 31, 2005
Note 2. Acquisitions, page 62
Acquisition of Ocular, page 62
1. We note your acquisition of Ocular Sc iences, Inc. on January 6, 2005 and that $857.6 million of the purchase price was alloca ted to goodwill. Please disclose in future filings the valuation methodologies and significant assumptions used to allocate the purchase price to the acqui red assets and liabilities, including goodwill and intangible assets. In addition, please also disclose the factors that contributed to a purchase price resulting in the recognition of goodwill as required by paragraph 51.b. of SFAS 141.
Accrued Acquisition Costs, page 65
2. We note your accrued acquisition costs of $11,843,000 and $41,110,000 at October 31, 2004 and 2005, respectively. Please revise future filings to disclose a description of the major actions that comp rise the plan to exit an activity or involuntarily terminate (relocate) employ ees of the acquired company, activities of the acquired company that will not be continued, including the method of disposition, and the anticipated date of completion and a description of employee group(s) to be terminated (relo cated). Refer to EITF 95-3.
Note 3. Intangible Assets, page 66
3. Please revise future filings to disclose the changes in the carrying amount of goodwill for each period for which a bala nce sheet is presented. Refer to paragraph 45 of SFAS 142.
Note 12. Business Segment Information, page 85
4. Please revise your SFAS 131 disclosures of id entifiable assets in future filings to present only long-lived tangible assets. This disclosure should not include goodwill or intangible assets. Refer to paragraph 38 of SFAS 131 and question 22 in the FASB Staff Implementation Guide to Statement 131.
Form 10-K/A Amendment No. 1 For th e Fiscal Year Ended October 31, 2005
5. We note that Amendment No. 1 to Form 10-K includes only the report of your independent registered public accounti ng firm. Please revise to include the complete text of Item 8. of your Fo rm 10-K, including the audited financial statements in accordance with Exchange Act Rule 12b-15.
Mr. Steven M. Neil The Cooper Companies, Inc. April 26, 2006 Page 3 6. As a related matter, please revise to incl ude the certifications of your principal executive officer and principal financial officer. Refer to Exchange Act Rule 12b-15 and Part II.A of SEC Release No. 33-8124.
Forms 8-K Filed March 7, 2006 and December 12, 2005
7. We note on page four that you present your non-GAAP measures and reconciliation in the form of a statemen t of operations. This format may be confusing to investors as it also refl ects several non-GAAP measures, including adjusted cost of sales, adjusted gross prof it, adjusted restructuring costs, adjusted total operating expense, and adjusted operating income, which have not been identified or described to investors. In fact, it appears that management does not use all of these non-GAAP measures but they are shown here as a result of the presentation format. Please note that In struction 2 to Item 2.02 of Form 8-K requires that when furnishing information under this item you must provide all the disclosures required by paragr aph (e)(1)(i) of Item 10 of Regulation S-K and FAQ 8 Regarding the Use of Non-GAAP Fina ncial Measures dated June 13, 2003 for each non-GAAP measure presented. In addition, you should explain why you believe each measure provides useful information to investors. • To eliminate investor confusion, pl ease remove the non-GAAP statements of operations format from future filings and only disclose those non-GAAP measures used by manage ment with the appropriate reconciliations. • Please note that in the event that your Form 8-K is incorporated by reference into a 33 Act registration statement, we may have additional questions relating to the appropria teness of this information being included in a document filed with, and not just furnished to, the Commission. At that time, we may request an amendment to the Form 8-K.
8. In addition, Item 10(e)(1)(i ) of Regulation S-K requires that whenever one or more non-GAAP financial measures are in cluded in a filing with the Commission the registrant must include a presentati on, with equal or greater prominence, of the most directly comparable financial measure or measures calculated and presented in accordance with Generally A ccepted Accounting Principles (GAAP). The discussion of the first quarter high lights on page one focuses on “reported EPS before nonrecurring items” and “cash fl ow per share” and does not include a discussion of GAAP EPS. The presen tation of the reported P&L highlights on page three focuses on operating income before nonrecurring charges for merger related accounting and restructuring and does not in clude a presentation of operating income. Please tell us how this discussion and presentation meets the requirements of Item 10.
Mr. Steven M. Neil The Cooper Companies, Inc. April 26, 2006 Page 4 As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review. When sending supplemental information rega rding this filing, please include the following ZIP+4 code in our address: 20549-6010. Please under stand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filing.
You may contact Lynn Dicker at (202) 551-3616 or me at (202) 551-3676 if you have questions regarding comments on the fina ncial statements and related matters. In this regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at (202) 551-3671.
Sincerely,
Brian Cascio
Accounting Branch Chief
Show Raw Text
Mail Stop 6010
April 26, 2006
Via U.S. Mail and Facsimile
Mr. Steven M. Neil
Chief Financial Officer, Vice President and Treasurer
The Cooper Companies, Inc.
6140 Stoneridge Mall Road, Suite 590
Pleasanton, CA 94588
Re: The Cooper Companies, Inc.
Form 10-K for Fiscal Year Ended October 31, 2005
Filed January 17, 2006
File No. 001-08597
Dear Mr. Neil:
We have reviewed your filing and have the following comments. We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to other portions of your docum ents. Where indicated, we
think you should revise your docum ent in response to these comments. If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as deta iled as necessary in your expl anation. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure. After reviewing this info rmation, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Steven M. Neil
The Cooper Companies, Inc.
April 26, 2006 Page 2
Form 10-K For the Fiscal Year Ended October 31, 2005
Note 2. Acquisitions, page 62
Acquisition of Ocular, page 62
1. We note your acquisition of Ocular Sc iences, Inc. on January 6, 2005 and that
$857.6 million of the purchase price was alloca ted to goodwill. Please disclose in
future filings the valuation methodologies and significant assumptions used to allocate the purchase price to the acqui red assets and liabilities, including
goodwill and intangible assets. In addition, please also disclose the factors that contributed to a purchase price resulting in the recognition of goodwill as required
by paragraph 51.b. of SFAS 141.
Accrued Acquisition Costs, page 65
2. We note your accrued acquisition costs of $11,843,000 and $41,110,000 at October 31, 2004 and 2005, respectively. Please revise future filings to disclose a
description of the major actions that comp rise the plan to exit an activity or
involuntarily terminate (relocate) employ ees of the acquired company, activities
of the acquired company that will not be continued, including the method of
disposition, and the anticipated date of completion and a description of employee
group(s) to be terminated (relo cated). Refer to EITF 95-3.
Note 3. Intangible Assets, page 66
3. Please revise future filings to disclose the changes in the carrying amount of goodwill for each period for which a bala nce sheet is presented. Refer to
paragraph 45 of SFAS 142.
Note 12. Business Segment Information, page 85
4. Please revise your SFAS 131 disclosures of id entifiable assets in future filings to
present only long-lived tangible assets. This disclosure should not include
goodwill or intangible assets. Refer to paragraph 38 of SFAS 131 and question
22 in the FASB Staff Implementation Guide to Statement 131.
Form 10-K/A Amendment No. 1 For th e Fiscal Year Ended October 31, 2005
5. We note that Amendment No. 1 to Form 10-K includes only the report of your
independent registered public accounti ng firm. Please revise to include the
complete text of Item 8. of your Fo rm 10-K, including the audited financial
statements in accordance with Exchange Act Rule 12b-15.
Mr. Steven M. Neil
The Cooper Companies, Inc.
April 26, 2006 Page 3
6. As a related matter, please revise to incl ude the certifications of your principal
executive officer and principal financial officer. Refer to Exchange Act Rule
12b-15 and Part II.A of SEC Release No. 33-8124.
Forms 8-K Filed March 7, 2006 and December 12, 2005
7. We note on page four that you present your non-GAAP measures and reconciliation in the form of a statemen t of operations. This format may be
confusing to investors as it also refl ects several non-GAAP measures, including
adjusted cost of sales, adjusted gross prof it, adjusted restructuring costs, adjusted
total operating expense, and adjusted operating income, which have not been
identified or described to investors. In fact, it appears that management does not use all of these non-GAAP measures but they are shown here as a result of the
presentation format. Please note that In struction 2 to Item 2.02 of Form 8-K
requires that when furnishing information under this item you must provide all the
disclosures required by paragr aph (e)(1)(i) of Item 10 of Regulation S-K and FAQ
8 Regarding the Use of Non-GAAP Fina ncial Measures dated June 13, 2003 for
each non-GAAP measure presented. In addition, you should explain why you believe
each measure provides useful information to investors.
• To eliminate investor confusion, pl ease remove the non-GAAP statements
of operations format from future filings and only disclose those non-GAAP measures used by manage ment with the appropriate
reconciliations.
• Please note that in the event that your Form 8-K is incorporated by
reference into a 33 Act registration statement, we may have additional questions relating to the appropria teness of this information being
included in a document filed with, and not just furnished to, the
Commission. At that time, we may request an amendment to the Form 8-K.
8. In addition, Item 10(e)(1)(i ) of Regulation S-K requires that whenever one or
more non-GAAP financial measures are in cluded in a filing with the Commission
the registrant must include a presentati on, with equal or greater prominence, of
the most directly comparable financial measure or measures calculated and presented in accordance with Generally A ccepted Accounting Principles (GAAP).
The discussion of the first quarter high lights on page one focuses on “reported
EPS before nonrecurring items” and “cash fl ow per share” and does not include a
discussion of GAAP EPS. The presen tation of the reported P&L highlights on
page three focuses on operating income before nonrecurring charges for merger
related accounting and restructuring and does not in clude a presentation of
operating income. Please tell us how this discussion and presentation meets the requirements of Item 10.
Mr. Steven M. Neil
The Cooper Companies, Inc.
April 26, 2006 Page 4
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent to expedite our review. Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed co ver letters greatly faci litate our review.
When sending supplemental information rega rding this filing, please include the
following ZIP+4 code in our address: 20549-6010. Please under stand that we may have
additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Lynn Dicker at (202) 551-3616 or me at (202) 551-3676 if you
have questions regarding comments on the fina ncial statements and related matters. In
this regard, do not hesitate to contact Martin James, Senior Assistant Chief Accountant, at
(202) 551-3671.
Sincerely,
Brian Cascio
Accounting Branch Chief