EX-99.1 2 ci2828ex991.htm

Exhibit 99.1

CUNO REPORTS STRONG SECOND QUARTER RESULTS

 

*

Record second quarter Sales of $104.7 million (up 27%)

 

 

 

 

*

Record second quarter Operating Profit of $12.7 million (up 1%)

 

 

 

 

*

Diluted EPS of $0.48 (down 2%)

 

 

 

 

*

Record second quarter Orders of $109.1 million (up 21%)


          MERIDEN, Conn., May 25 /PRNewswire-FirstCall/ -- CUNO Incorporated (Nasdaq: CUNO) today reported its second quarter financial results for the period ended April 30, 2005. Sales were $104.7 million, up 27% versus the same period in 2004 and up 24% in local currency.  Net income for the second quarter of $8.4 million was flat versus the same period in 2004.  Diluted earnings per share of $0.48 for the period were down 2% compared to $0.49 in the prior year period. 

          Commenting on the Company’s second quarter results, Mark G. Kachur, Chairman and Chief Executive Officer, said, “Our second quarter results included strong worldwide sales. We achieved double-digit sales growth in each of our primary markets, including Potable Water (up 42%), Healthcare (up 12%) and Fluid Processing (up 15%).  Our sales increased 27% (up 24% in local currency); adjusted for the acquisition of WTC Industries (which was completed on Aug. 2, 2004), our organic sales growth was 15%.  This marks the sixth consecutive quarter we have achieved double-digit sales growth in each of our primary markets.  In addition, our international scope contributed to our strong results, as international sales increased by 17% (up 12% in local currency), led by strong growth in each of our major geographic segments.  As expected, our second quarter earnings were unfavorably impacted by start-up costs of approximately $500,000 (equivalent to about $0.02 in EPS) related to a new manufacturing facility in Mexico and compliance costs of approximately $800,000 (equivalent to about $0.03 in EPS) associated with the Sarbanes-Oxley Act; both of these initiatives are progressing as planned.” 

          For the first six months of 2005, sales were a record $204.1 million, up 29% (up 26% in local currency), and net income increased 5% to $16.3 million versus $15.4 million in the prior year first half.  Organic sales growth was 17%, as particularly strong sales growth in our international operations supplemented solid growth in North America.  Diluted earnings per share were a record $0.93, up 3% from $0.90 in the first six months of 2004, despite approximately $700,000 (equivalent to about $0.03 in EPS) of start-up costs related to our new manufacturing facility in Mexico and compliance costs of approximately $900,000 (equivalent to about $0.04 in EPS) associated with the Sarbanes-Oxley Act. 

          Commenting on business conditions and the outlook for CUNO, Mr. Kachur added, “Our incoming orders were a second quarter record $109.1 million and our backlog remains strong.  As a result, we expect to achieve continued strong financial results in fiscal 2005.” 



          On May 11, 2005, CUNO entered into an Agreement and Plan of Merger with 3M Company, whereby CUNO will be acquired by 3M in an all cash merger for $72 per share.  The transaction, which is subject to customary regulatory approvals and approval by CUNO’s shareholders, is currently expected to close in the third calendar quarter of 2005.  A special meeting of CUNO shareholders will be scheduled thirty days in advance for CUNO shareholders to vote on this proposed transaction. 

          A conference call will be held Thursday, May 26 at 10:00 a.m. (EDT) to review the Company’s second quarter financial results and business outlook. The call-in number is 1-800-611-1147 for interested analysts and investors. Alternatively, visit us at http://www.cuno.com/investors to access the webcast of our conference call.  Also, visit us at http://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; continuing beneficial relationships with customers; 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; domestic and international competition in CUNO’s global markets; and failure of the transaction with 3M to close as anticipated.  CUNO assumes no obligation to update the information contained in this press release.

 

Investor contact:

 

 

Frederick C. Flynn, Jr.

 

 

203/238-8847

 

 

fflynn@Cuno.com

 




CUNO Incorporated
Consolidated Statements of Income (unaudited)
(dollars in thousands, except share and per-share amounts)

 

 

Three Months Ended
April 30,

 

Six Months Ended
April 30,

 

 

 


 


 

 

 

2005

 

2004

 

2005

 

2004

 

 

 



 



 



 



 

Net sales

 

$

104,725

 

$

82,745

 

$

204,101

 

$

158,154

 

Less costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

59,970

 

 

43,676

 

 

116,900

 

 

84,229

 

Selling, general and administrative

 

 

26,298

 

 

22,434

 

 

50,962

 

 

42,604

 

Research, development and engineering

 

 

5,157

 

 

4,036

 

 

10,081

 

 

8,225

 

Amortization

 

 

650

 

 

76

 

 

1,303

 

 

144

 

 

 

 

92,075

 

 

70,222

 

 

179,246

 

 

135,202

 

Operating income

 

 

12,650

 

 

12,523

 

 

24,855

 

 

22,952

 

Nonoperating income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(561

)

 

(87

)

 

(1,084

)

 

(170

)

Interest and other income, net

 

 

342

 

 

216

 

 

565

 

 

366

 

 

 

 

(219)

 

 

129

 

 

(519

)

 

196

 

Income before income taxes

 

 

12,431

 

 

12,652

 

 

24,336

 

 

23,148

 

Income taxes

 

 

4,003

 

 

4,208

 

 

8,077

 

 

7,699

 

Net income

 

$

8,428

 

$

8,444

 

$

16,259

 

$

15,449

 

Basic earnings per common share

 

$

0.50

 

$

0.51

 

$

0.96

 

$

0.93

 

Diluted earnings per common share

 

$

0.48

 

$

0.49

 

$

0.93

 

$

0.90

 

Basic shares outstanding

 

 

16,958,565

 

 

16,694,466

 

 

16,931,554

 

 

16,690,853

 

Diluted shares outstanding

 

 

17,460,183

 

 

17,214,286

 

 

17,459,076

 

 

17,211,187

 




CUNO Incorporated
Consolidated Balance Sheets
(unaudited)
(in thousands, except share amounts)

 

 

April 30,
2005

 

October 31,
2004

 

 

 



 



 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

20,717

 

$

23,359

 

Accounts receivable, less allowances for  doubtful accounts of $2,086 and $2,230, respectively

 

 

91,920

 

 

89,593

 

Inventories, net

 

 

50,516

 

 

47,275

 

Deferred income taxes

 

 

14,520

 

 

12,656

 

Prepaid expenses and other current assets

 

 

6,993

 

 

5,974

 

Total current assets

 

 

184,666

 

 

178,857

 

Noncurrent assets

 

 

 

 

 

 

 

Deferred income taxes

 

 

761

 

 

892

 

Goodwill, net

 

 

104,566

 

 

103,977

 

Other intangible assets

 

 

31,876

 

 

32,894

 

Prepaid pension costs

 

 

9,786

 

 

9,785

 

Other noncurrent assets

 

 

5,574

 

 

4,832

 

Property, plant and equipment, net

 

 

112,067

 

 

103,321

 

Total assets

 

$

449,296

 

$

434,558

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

322

 

$

276

 

Bank loans

 

 

10,476

 

 

11,048

 

Accounts payable

 

 

33,984

 

 

33,469

 

Accrued payroll and related taxes

 

 

16,094

 

 

20,329

 

Other accrued expenses

 

 

11,371

 

 

11,502

 

Accrued income taxes

 

 

3,916

 

 

4,539

 

Total current liabilities

 

 

76,163

 

 

81,163

 

Noncurrent liabilities

 

 

 

 

 

 

 

Long-term debt, less current portion

 

 

68,494

 

 

75,569

 

Deferred income taxes

 

 

21,741

 

 

16,662

 

Retirement benefits

 

 

4,599

 

 

4,396

 

Other noncurrent liabilities

 

 

970

 

 

789

 

Total noncurrent liabilities

 

 

95,804

 

 

97,416

 

Stockholders’ equity

 

 

 

 

 

 

 

Preferred Stock, $.001 par value; 2,000,000 shares  authorized, no shares issued

 

 

—  

 

 

—  

 

Common Stock, $.001 par value; 50,000,000 shares authorized, 17,280,123 and 17,122,698 shares issued and outstanding

 

 

17

 

 

17

 

Treasury Stock, at cost (2,747 shares)

 

 

(57

)

 

(57

)

Additional paid-in-capital

 

 

68,195

 

 

63,413

 

Unearned compensation

 

 

(4,597

)

 

(2,164

)

Accumulated other comprehensive  loss --

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

10,754

 

 

7,966

 

Minimum pension liability

 

 

(386

)

 

(386

)

Change in fair value of  derivative financial instruments

 

 

(46

)

 

—  

 

 

 

 

10,322

 

 

7,580

 

Retained earnings

 

 

203,449

 

 

187,190

 

Total stockholders’ equity

 

 

277,329

 

 

255,979

 

Total liabilities and stockholders’ equity

 

$

449,296

 

$

434,558

 

SOURCE  CUNO Incorporated
          -0-                                        05/25/2005
          /CONTACT: Frederick C. Flynn, Jr. of CUNO Incorporated, +1-203-238-8847,
fflynn@Cuno.com /
          /Company News On-Call:  http://www.prnewswire.com/comp/126696.html/
          /Web site:  http://www.cuno.com/