-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DfBVATO135e1+Amb5Gf46o42JF+3ed8NYRioU068+p3wBNXV3Cq+09KmM50Cy3IY Q/jh838eLIswcLwQHXFC1Q== 0000950123-03-001772.txt : 20030220 0000950123-03-001772.hdr.sgml : 20030220 20030220095422 ACCESSION NUMBER: 0000950123-03-001772 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030219 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUNO INC CENTRAL INDEX KEY: 0001019779 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 061159240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21109 FILM NUMBER: 03573687 BUSINESS ADDRESS: STREET 1: 400 RESEARCH PARKWAY CITY: MERIDEN STATE: CT ZIP: 06450 BUSINESS PHONE: 2032375541 MAIL ADDRESS: STREET 1: 400 RESEARCH PARKWAY CITY: MERIDEN STATE: CT ZIP: 06450 8-K 1 y83758e8vk.txt CUNO INCORPORATED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------------- FORM 8-K Current Report PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): February 19, 2003 CUNO INCORPORATED - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 000-21109 06-1159240 --------- ---------- (Commission File Number) (IRS Employer Identification No.) 400 Research Parkway Meriden, Connecticut 06450 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (203) 237-5541 -------------- (Registrant's telephone number, including area code) NOT APPLICABLE -------------- (Former name or former address, if changed since last report) FORWARD LOOKING INFORMATION The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company's future prospects and make informed investment decisions. Also, we want to provide stockholders and investors with more meaningful and useful information and, therefore, this report may describe our beliefs regarding business conditions and the outlook for the Company, which reflects currently available information. These forward looking statements are subject to risks and uncertainties which, as described in the Company's reports filed with the Securities and Exchange Commission, could cause the Company's actual results or performance to differ materially from those expressed herein. The Company assumes no obligation to update the information contained in this report. INFORMATION TO BE INCLUDED IN THE REPORT ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable. (b) Not applicable (c) Exhibits 19 Press release dated February 19, 2003 ITEM 9. REGULATION FD DISCLOSURE Attached hereto as Exhibit 19 is the text of CUNO Incorporated announcement regarding the first quarter of fiscal 2003 earnings results which is incorporated herein by reference. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date February 19, 2003 ------------------------ CUNO Incorporated By /s/Mark G. Kachur ----------------- Mark G. Kachur Chairman of the Board of Directors, President and Chief Executive Officer By /s/ Frederick C. Flynn, Jr. --------------------------- Frederick C. Flynn, Jr. Senior Vice President - Finance and Administration, Chief Financial Officer, Controller and Assistant Secretary CUNO INCORPORATED EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 19 Press Release dated February 19, 2003
EX-19 3 y83758exv19.txt PRESS RELEASE Exhibit 19 INVESTOR CONTACT: FREDERICK C. FLYNN, JR. 203/238-8847 FFLYNN@CUNO.COM FEBRUARY 19, 2003 FOR IMMEDIATE RELEASE CUNO REPORTS RECORD FIRST QUARTER RESULTS - Record first quarter Sales of $66.4 million (up 13%) - Record first quarter diluted EPS of $0.32 (up 19%) - Record first quarter Operating Margin of 12.5% - Record first quarter Orders of $67.4 million Meriden, CT: CUNO Incorporated (Nasdaq:CUNO) today reported record first quarter results for the period ended January 31, 2003. Sales were $66.4 million, up 13% versus the same period in 2002 and up 11% in local currency. Net income for the first quarter increased by 19% to $5.4 million from $4.5 million reported in the same period in 2002. Diluted earnings per share for the period were a first quarter record $0.32, up 19% compared to $0.27 in the prior year period. Commenting on the Company's first quarter results, Mark G. Kachur, Chairman and Chief Executive Officer, said "Our record first quarter results reflect the strength and resilience of our business model, particularly considering the current business environment. We achieved double-digit sales growth in all three of our businesses - Potable Water, Healthcare and Fluid Processing - and also benefited from our ongoing cost management initiatives. In addition, the Company's geographic diversity contributed to our strong results, as international sales increased by 21% (up 15% in local currency), led by strong growth in Europe and the Asia/Pacific region." Commenting on business conditions and the outlook for CUNO, Mr. Kachur added, "Our incoming orders were a first quarter record $67.4 million and our backlog remains strong. As a result, despite the likelihood of continued weak business conditions in the U.S. and Japan, we expect to achieve strong financial results in fiscal 2003, and remain comfortable with our previous EPS guidance in the $1.50-$1.56 range for the year." A conference call will be held THURSDAY, FEBRUARY 20 AT 10:00 A.M. (EST) to review the Company's first quarter financial results and business outlook. The call-in number is 1/888/273-9890 for interested analysts and investors. Alternatively, visit us at www.cuno.com/investors for a live webcast of our conference call. Also, visit us at www.cuno.com for additional information about the Company. CUNO is a world leader in the design, manufacture and marketing of a comprehensive line of filtration products for the separation, clarification and purification of liquids and gases. CUNO's products, which include proprietary depth filters and semi-permeable membrane filters, are used in the potable water, healthcare, and fluid processing markets. CUNO wants to provide shareowners and prospective investors with more meaningful and useful information and, therefore, this press release includes various comments regarding business conditions and the outlook for CUNO, which reflect currently available information. These forward-looking statements are subject to risks and uncertainties which could cause performance or actual results to differ materially from those expressed herein. Such risks and uncertainties include, among other things: volumes of shipments of CUNO's products; changes in product mix and product pricing; costs of raw materials; the rate of economic and industry growth in the U.S. and the other countries in which CUNO conducts business; economic and political conditions in the foreign countries in which CUNO conducts a substantial part of its operations and other risks associated with international operations including exchange rate fluctuations; CUNO's ability to protect its technology, proprietary products and manufacturing techniques; changes in technology; changes in legislative, regulatory or industrial requirements and risks generally associated with new product introductions and applications; and domestic and international competition in CUNO's global markets. CUNO assumes no obligation to update the information contained in this press release. CUNO INCORPORATED CONSOLIDATED STATEMENTS OF INCOME (dollars in thousands, except share amounts)
THREE MONTHS ENDED JANUARY 31, 2003 2002 --------------- --------------- Net sales $ 66,437 $ 58,637 Less costs and expenses: Cost of products sold 36,683 32,467 Selling, general and administrative expenses 17,789 15,888 Research, development and engineering 3,670 3,425 --------------- --------------- 58,142 51,780 --------------- --------------- Operating income 8,295 6,857 Nonoperating income (expense): Interest expense (147) (130) Other income, net 91 171 --------------- --------------- (56) 41 --------------- --------------- Income before income taxes 8,239 6,898 Provision for income taxes 2,851 2,379 --------------- --------------- Net income $ 5,388 $ 4,519 =============== =============== Basic earnings per common share $ 0.33 $ 0.28 Diluted earnings per common share $ 0.32 $ 0.27 Basic shares outstanding 16,563,423 16,350,394 Diluted shares outstanding 16,941,155 16,795,713
CUNO INCORPORATED CONSOLIDATED CONDENSED BALANCE SHEETS (dollars in thousands)
JANUARY 31, OCTOBER 31, 2003 2002 --------------- ------------ ASSETS Current assets Cash and cash equivalents $ 34,762 $ 40,872 Accounts receivable, net 52,029 50,862 Inventories 28,068 26,173 Deferred income taxes 7,870 7,998 Prepaid expenses and other current assets 5,260 4,233 --------------- ------------ Total current assets 127,989 130,138 Noncurrent assets Deferred income taxes 1,515 1,482 Intangible assets, net 29,686 28,758 Prepaid pension costs 2,498 - Other noncurrent assets 1,149 1,742 Property, plant and equipment, net 76,696 74,759 --------------- ------------ Total assets $ 239,533 $ 236,879 --------------- ------------ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Bank loans $ 14,897 $ 16,374 Accounts payable 16,362 16,256 Accrued payroll and related taxes 9,588 13,633 Other accrued expenses 10,771 10,093 Accrued income taxes 2,246 497 Current portion of long-term debt 715 714 --------------- ------------ Total current liabilities 54,579 57,567 Noncurrent liabilities Long-term debt, less current portion 2,112 2,030 Deferred income taxes 5,848 5,924 Retirement benefits 5,533 8,945 --------------- ------------ Total noncurrent liabilities 13,493 16,899 STOCKHOLDERS' EQUITY Preferred Stock - - Common Stock 17 17 Treasury Stock, at cost (57) (57) Additional paid-in-capital 48,036 46,375 Unearned compensation (702) (551) Accumulated other comprehensive loss: Foreign currency translation adjustments (3,314) (5,533) Minimum pension liability (5,153) (5,153) Change in fair value of derivative financial instruments (77) (8) --------------- ------------ (8,544) (10,694) Retained earnings 132,711 127,323 --------------- ------------ Total stockholders' equity 171,461 162,413 --------------- ------------ Total liabilities and stockholders' equity $ 239,533 $ 236,879 --------------- ------------
-----END PRIVACY-ENHANCED MESSAGE-----