-----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, S6hD4+H7QW/pB9GtYZTZj6cAJiq8adA72s04z6vgcwnK8S3uxSxzIdxwGuq+SxDv fkjwECgEm3/LVtKYfjYwXQ== 0000950123-04-002197.txt : 20040223 0000950123-04-002197.hdr.sgml : 20040223 20040223152045 ACCESSION NUMBER: 0000950123-04-002197 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040219 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040223 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: 04621948 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 y94510e8vk.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, 2004 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, 2004 ITEM 9. REGULATION FD DISCLOSURE Attached hereto as Exhibit 19 is the text of CUNO Incorporated's announcement regarding the first quarter of fiscal year 2004 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 20, 2004 ------------------------ 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, and Assistant Secretary CUNO INCORPORATED EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 19 Press Release dated February 19, 2004
EX-99.19 3 y94510exv99w19.txt PRESS RELEASE Exhibit 19 PRESS RELEASE INVESTOR CONTACT: FREDERICK C. FLYNN, JR. 203/238-8847 FFLYNN@CUNO.COM FEBRUARY 19, 2004 FOR IMMEDIATE RELEASE CUNO REPORTS RECORD FIRST QUARTER RESULTS - Record first quarter Sales of $75.4 million (up 14%) - Record first quarter diluted EPS of $0.41 (up 28%) - Record first quarter Operating Margin of 13.8% - Record first quarter Orders of $76.5 million Meriden, CT: CUNO Incorporated (Nasdaq:CUNO) today reported record first quarter results for the period ended January 31, 2004. Sales were $75.4 million, up 14% versus the same period in 2003 and up 6% in local currency. Net income for the first quarter increased by 30% to $7.0 million from $5.4 million reported in the same period in 2003. Diluted earnings per share for the period were a first quarter record $0.41, up 28% compared to $0.32 in the prior year period and up approximately 16% on a currency-adjusted basis. Commenting on the Company's first quarter results, Mark G. Kachur, Chairman and Chief Executive Officer, said "Our strong first quarter results reflect the effectiveness of our business model. We achieved double-digit sales growth in all three of our primary markets - potable water, healthcare and fluid processing - and also benefited from our ongoing cost management initiatives. Furthermore, the Company's international scope and geographic diversity contributed significantly to our overall results, as international sales increased by 23% (up 6% in local currency), led by strong growth in Europe, Latin America and Japan." Commenting on business conditions and the outlook for CUNO, Mr. Kachur added, "Our incoming orders were a first quarter record $76.5 million and our backlog remains strong. As a result, we expect to achieve strong financial results in fiscal 2004, and we remain comfortable with our previous EPS guidance in the $1.72 - $1.80 range for the year." A conference call will be held FRIDAY, 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 1-888-273-9885 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 - UNAUDITED (dollars in thousands, except share and per-share amounts)
THREE MONTHS ENDED JANUARY 31, 2004 2003 ------------ ------------ Net sales $ 75,409 $ 66,437 Less costs and expenses: Cost of products sold 40,553 36,683 Selling, general and administrative 20,238 17,789 Research, development and engineering 4,189 3,670 ------------ ------------ 64,980 58,142 ------------ ------------ Operating income 10,429 8,295 Nonoperating income (expense): Interest expense (83) (147) Interest and other income, net 150 91 ------------ ------------ 67 (56) ------------ ------------ Income before income taxes 10,496 8,239 Income taxes 3,491 2,851 ------------ ------------ Net income $ 7,005 $ 5,388 ============ ============ Basic earnings per common share $ 0.42 $ 0.33 Diluted earnings per common share $ 0.41 $ 0.32 Basic shares outstanding 16,687,240 16,563,423 Diluted shares outstanding 17,215,135 16,941,155
CUNO INCORPORATED CONSOLIDATED CONDENSED BALANCE SHEETS - UNAUDITED (dollars in thousands)
JANUARY 31, OCTOBER 31, 2004 2003 --------- --------- ASSETS Current assets Cash and cash equivalents $ 60,854 $ 57,603 Accounts receivable, net 61,457 59,658 Inventories, net 33,078 31,058 Deferred income taxes 8,965 9,020 Prepaid expenses and other current assets 5,425 4,306 --------- --------- Total current assets 169,779 161,645 Noncurrent assets Deferred income taxes 1,393 1,340 Goodwill, net 29,494 28,489 Prepaid pension costs 7,894 7,923 Other noncurrent assets 4,252 3,551 Property, plant and equipment, net 87,339 85,060 --------- --------- Total assets $ 300,151 $ 288,008 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current portion of long-term debt $ 951 $ 849 Short-term bank loans 12,362 11,804 Accounts payable 23,696 20,850 Accrued payroll and related taxes 13,042 15,665 Other accrued expenses 10,114 12,234 Accrued income taxes 3,862 2,558 --------- --------- Total current liabilities 64,027 63,960 Noncurrent liabilities Long-term debt, less current portion 564 401 Deferred income taxes 9,848 9,862 Accrued pension liability 5,687 5,457 Other long term liabilities 381 -- --------- --------- Total noncurrent liabilities 16,480 15,720 STOCKHOLDERS' EQUITY Preferred Stock -- -- Common Stock 17 17 Treasury Stock, at cost (57) (57) Additional paid-in-capital 55,895 53,787 Unearned compensation (1,972) (784) Accumulated other comprehensive income (loss) -- Foreign currency translation adjustments 6,917 3,282 Fair value of derivative financial instruments, net (231) 13 Minimum pension liability, net (2,049) (2,049) --------- --------- 4,637 1,246 Retained earnings 161,124 154,119 --------- --------- Total stockholders' equity 219,644 208,328 --------- --------- Total liabilities and stockholders' equity $ 300,151 $ 288,008 ========= =========
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