-----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, HO4jOHsw/y3V3nuEvrDVI3//26mkAc8J/LFQBOHup+v8uKBPZl15YnXAVAWo17GI 5qikVS3sHQdOO2LdgtI8vg== 0000950123-03-009638.txt : 20030821 0000950123-03-009638.hdr.sgml : 20030821 20030821113153 ACCESSION NUMBER: 0000950123-03-009638 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030820 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030821 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: 03859367 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 y89513e8vk.txt FORM 8-K 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): August 20, 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 August 20, 2003 ITEM 9. REGULATION FD DISCLOSURE Attached hereto as Exhibit 19 is the text of CUNO Incorporated announcement regarding the third 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 August 20, 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 August 20, 2003 EX-99.19 3 y89513exv99w19.txt PRESS RELEASE Exhibit 19 INVESTOR CONTACT: FREDERICK C. FLYNN, JR. 203/238-8847 FFLYNN@CUNO.COM AUGUST 20, 2003 FOR IMMEDIATE RELEASE - --------------------- CUNO REPORTS RECORD THIRD QUARTER RESULTS o Record third quarter Sales of $75.0 million (up 9%) o Record third quarter diluted EPS of $0.44 (up 13%) o Record third quarter Operating Margin of 14.9% o Record third quarter Orders of $76.0 million (up 13%) Meriden, CT: CUNO Incorporated (Nasdaq:CUNO) today reported record third quarter results for the period ended July 31, 2003. Sales were $75.0 million, up 9% versus the same period in 2002 and up 4% in local currency. Net income for the third quarter increased by 13% to $7.5 million from $6.6 million reported in the same period in 2002. Diluted earnings per share for the period were a third quarter record $0.44, up 13% compared to $0.39 in the prior year quarter. Commenting on the Company's third quarter results, Mark G. Kachur, Chairman and Chief Executive Officer, said "Our record third quarter results reflect the strength and resilience of our business model, particularly considering the current challenging macroeconomic environment. Our sales growth was led by double-digit increases in both our Healthcare and Potable Water businesses. Our geographic diversity also contributed to our strong overall results, as international sales increased by 19% (up 8% in local currency), reflecting double-digit growth in Europe, the Asia/Pacific region and Latin America." For the first nine months of fiscal 2003, sales were a record $210.7 million, up 11% (up 7% in local currency), and net income was $19.2 million versus $16.6 million in the prior year period. Strong sales in our international operations helped offset modest growth in North America. Diluted earnings per share were a record $1.13, up 15% from $0.98 in the first nine months of 2002. Commenting on business conditions and the outlook for CUNO, Mr. Kachur added, "Our incoming orders were a third quarter record $76.0 million and our backlog remains strong. As a result, despite the near term likelihood of continued weak business conditions in the U.S. and Japan, we expect to achieve strong financial results in fiscal 2003, and are comfortable with the current $1.52-$1.56 range of analysts' EPS estimates for the year." A conference call will be held Thursday, August 21 at 10:00 a.m. (EST) to review the Company's third quarter financial results and business outlook. The call-in number is 1-888-273-9889 for interested analysts and investors. Alternatively, 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: those items described in our reports filed with the SEC as well as volumes of shipments of CUNO's products; changes in product mix and product pricing; relationships with customers and suppliers; 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 and per-share amounts)
THREE MONTHS ENDED NINE MONTHS ENDED JULY 31, JULY 31, 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Net sales $ 74,965 $ 68,932 $ 210,707 $ 190,685 Less costs and expenses: Cost of products sold 41,088 37,920 115,798 105,312 Selling, general and administrative 18,826 17,186 54,853 49,224 Research, development and engineering 3,855 3,729 10,897 10,850 ------------ ------------ ------------ ------------ 63,769 58,835 181,548 165,386 ------------ ------------ ------------ ------------ Operating income 11,196 10,097 29,159 25,299 Nonoperating income (expense): Interest expense (159) (94) (440) (335) Interest and other income, net 180 31 361 229 ------------ ------------ ------------ ------------ 21 (63) (79) (106) ------------ ------------ ------------ ------------ Income before income taxes 11,217 10,034 29,080 25,193 Income taxes 3,750 3,405 9,921 8,631 ------------ ------------ ------------ ------------ Net income $ 7,467 $ 6,629 $ 19,159 $ 16,562 ============ ============ ============ ============ Basic earnings per common share $ 0.45 $ 0.40 $ 1.15 $ 1.01 Diluted earnings per common share $ 0.44 $ 0.39 $ 1.13 $ 0.98 Basic shares outstanding 16,685,602 16,525,092 16,629,302 16,449,402 Diluted shares outstanding 17,088,250 16,958,674 17,000,649 16,877,245
CUNO INCORPORATED CONSOLIDATED CONDENSED BALANCE SHEETS (dollars in thousands)
JULY 31, OCTOBER 31, 2003 2002 --------- --------- Assets Current assets Cash and cash equivalents $ 41,952 $ 40,872 Accounts receivable, net 59,382 50,862 Inventories, net 28,527 26,173 Deferred income taxes 8,424 7,998 Prepaid expenses and other current assets 5,421 4,233 --------- --------- Total current assets 143,706 130,138 Noncurrent assets Deferred income taxes 1,507 1,482 Intangible assets, net 30,653 28,758 Prepaid pension costs 2,669 -- Other noncurrent assets 1,234 1,742 Property, plant and equipment, net 82,035 74,759 --------- --------- Total assets $ 261,804 $ 236,879 --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current portion of long-term debt $ 705 $ 714 Bank loans 11,953 16,374 Accounts payable 19,343 16,256 Accrued payroll and related taxes 11,636 13,633 Other accrued expenses 10,455 10,093 Accrued income taxes 4,866 497 --------- --------- Total current liabilities 58,958 57,567 Noncurrent liabilities Long-term debt, less current portion 322 2,030 Deferred income taxes 6,119 5,924 Retirement benefits 5,685 8,945 --------- --------- Total noncurrent liabilities 12,126 16,899 STOCKHOLDERS' EQUITY Preferred Stock -- -- Common Stock 17 17 Treasury Stock, at cost (57) (57) Additional paid-in-capital 49,770 46,375 Unearned compensation (698) (551) Accumulated other comprehensive loss -- Foreign currency translation adjustments 387 (5,533) Minimum pension liability (5,153) (5,153) Change in fair value of derivative financial instruments (28) (8) --------- --------- (4,794) (10,694) Retained earnings 146,482 127,323 --------- --------- Total stockholders' equity 190,720 162,413 --------- --------- Total liabilities and stockholders' equity $ 261,804 $ 236,879 --------- ---------
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