CUNO INC
10-Q, 2000-03-01
COATING, ENGRAVING & ALLIED SERVICES
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934


FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2000 Commission file number 000-21109


                                CUNO INCORPORATED
             (Exact name of registrant as specified in its charter)


           Delaware                                      06-1159240
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

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, former address and former fiscal year, if changed since last
     report.


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter periods that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  X   No
    ---     ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

Common Stock,  .001 Par Value -- 16,316,426 shares as of January 31, 2000
<PAGE>   2
                                CUNO INCORPORATED

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
<S>                                                                                                <C>
Part I.  Financial Information

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

         Consolidated Statements of Income - Three months ended January 31, 2000 and 1999            1

         Consolidated Balance Sheets - January 31, 2000 and October 31, 1999                         2

         Consolidated Statements of Cash Flows - Three months ended January 31, 2000 and 1999        3

         Notes to Unaudited Condensed Consolidated Financial Statements                              4

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations       8

Part II. Other Information

Item 6.  Exhibits and Reports on Form 8-K                                                           13


Signatures                                                                                          14
</TABLE>
<PAGE>   3
                                CUNO INCORPORATED
                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                  (dollars in thousands, except share amounts)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                                JANUARY 31,
                                                          2000               1999
                                                      ------------       ------------
<S>                                                   <C>                <C>
Net sales                                             $     57,734       $     50,626
Less costs and expenses:
    Cost of products sold                                   33,409             30,760
    Selling, general and administrative expenses            15,781             14,320
    Research, development and engineering                    3,135              2,852
                                                      ------------       ------------
                                                            52,325             47,932
                                                      ------------       ------------

Operating income                                             5,409              2,694

Nonoperating income (expense):
    Interest expense                                          (241)              (358)
    Other income, net                                          104                169
                                                      ------------       ------------
                                                              (137)              (189)
                                                      ------------       ------------

Income before income taxes                                   5,272              2,505

Provision for income taxes                                   2,014                917

                                                      ------------       ------------
Net income                                            $      3,258       $      1,588
                                                      ============       ============


Basic earnings per common share                       $       0.20       $       0.10

Diluted earnings per common share                     $       0.20       $       0.10

Basic shares outstanding                                16,162,419         16,034,555

Diluted shares outstanding                              16,516,744         16,199,556
</TABLE>


See notes to unaudited condensed consolidated financial statements.


                                       -1-
<PAGE>   4
                                CUNO INCORPORATED
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                      (in thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                     JANUARY 31,     OCTOBER 31,
                                                                         2000            1999
                                                                     -----------     -----------
<S>                                                                  <C>             <C>
ASSETS
Current assets
    Cash and cash equivalents                                         $   3,878       $   6,186
    Accounts receivable, less allowances for
      doubtful accounts of $1,714 and $1,706, respectively               46,864          50,777
    Inventories                                                          29,111          29,246
    Deferred income taxes                                                 8,029           8,606
    Prepaid expenses and other current assets                             2,405           2,434
                                                                      ---------       ---------
        Total current assets                                             90,287          97,249

Noncurrent assets
    Deferred income taxes                                                 1,448           1,598
    Intangible assets, net                                               22,189          22,567
    Other noncurrent assets                                               2,844           2,576
    Property, plant and equipment, net                                   60,149          60,352
                                                                      ---------       ---------
        Total assets                                                  $ 176,917       $ 184,342
                                                                      =========       =========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Bank loans                                                        $  18,527       $  19,189
    Accounts payable                                                     15,677          16,716
    Accrued payroll and related taxes                                     8,191          11,790
    Other accrued expenses                                                7,470           8,002
    Accrued income taxes                                                  3,444           3,750
    Current portion of long-term debt                                     1,980           2,493
                                                                      ---------       ---------
        Total current liabilities                                        55,289          61,940

Noncurrent liabilities
    Long-term debt, less current portion                                  4,780           8,761
    Deferred income taxes                                                 4,648           4,750
    Retirement benefits                                                   4,568           4,317
                                                                      ---------       ---------
        Total noncurrent liabilities                                     13,996          17,828
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,
        16,316,426 and 16,342,952 shares issued and outstanding
        (excluding 4,328 shares in treasury)                                 16              16
    Additional paid-in-capital                                           39,832          39,779
    Unearned compensation                                                (2,447)         (2,568)
    Accumulated other comprehensive income --
          foreign currency translation adjustments                           66             440
    Retained earnings                                                    70,165          66,907
                                                                      =========       =========
        Total stockholders' equity                                      107,632         104,574
                                                                      ---------       ---------
        Total liabilities and stockholders' equity                    $ 176,917       $ 184,342
                                                                      =========       =========
</TABLE>


See notes to unaudited condensed consolidated financial statements.

                                       -2-
<PAGE>   5
                                CUNO INCORPORATED
                STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
                             (dollars in thousands)


<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED
                                                                           JANUARY 31,
                                                                        2000          1999
                                                                      -------       -------
<S>                                                                   <C>           <C>
OPERATING ACTIVITIES
   Net income                                                         $ 3,258       $ 1,588
   Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation and amortization                                     2,129         2,054
      Noncash compensation recognized under employee stock plans          236           240
      Gain on sale of property, plant and equipment                       (16)           (1)
      Pension costs in excess of funding                                  357           427
      Deferred income taxes                                               545           520
      Changes in operating assets and liabilities:
           Accounts receivable                                          3,005         2,660
           Inventories                                                   (314)          792
           Prepaid expenses and other current assets                      159          (561)
           Accounts payable and accrued expenses                       (3,542)       (2,485)
           Accrued income taxes                                          (359)         (510)
                                                                      -------       -------
Net cash provided by operating activities                               5,458         4,724

INVESTING ACTIVITIES
      Proceeds from sales of property, plant and equipment                 21            --
      Capital expenditures                                             (2,101)       (3,085)
                                                                      -------       -------
Net cash used for investing activities                                 (2,080)       (3,085)

FINANCING ACTIVITIES
      Proceeds from long-term debt                                         --         1,600
      Principal payments on long-term debt                             (4,412)       (5,347)
      Net borrowings under bank loans                                    (138)          658
      Retirement of Common Stock                                       (1,154)           --
                                                                      -------       -------
Net cash used for financing activities                                 (5,704)       (3,089)

Effect of exchange rate changes on cash and cash equivalents               18            58
                                                                      -------       -------
Net change in cash and cash equivalents                                (2,308)       (1,392)
Cash and cash equivalents -- beginning of period                        6,186         4,433
                                                                      -------       -------
Cash and cash equivalents -- end of period                            $ 3,878       $ 3,041
                                                                      =======       =======
</TABLE>


See notes to unaudited condensed consolidated financial statements.

                                       -3-
<PAGE>   6
CUNO INCORPORATED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31,  2000

NOTE 1 - BUSINESS AND BASIS OF PRESENTATION

         CUNO Incorporated (the "Company" or "CUNO") designs, manufactures and
markets a comprehensive line of filtration products for the separation,
clarification and purification of liquids and gases. The Company's products,
which include proprietary depth filters and semi-permeable membrane filters, are
sold in the healthcare, fluid processing and potable water markets throughout
the world.

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month period
ended January 31, 2000 are not necessarily indicative of the results that may be
expected for the year ending October 31, 2000. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's Form 10-K for the year ended October 31, 1999.

NOTE 2 - EARNINGS PER SHARE

         The following table sets forth the computation of basic and diluted
earnings per share for the three months ended:

<TABLE>
<CAPTION>
                                                               JANUARY 31,        JANUARY 31,
                                                                  2000               1999
                                                              ------------       ------------
<S>                                                           <C>                <C>
         NUMERATOR:

             Net income                                       $  3,258,000       $  1,588,000
                                                              ============       ============

         DENOMINATORS:

             Weighted average shares outstanding                16,309,967         16,168,961
              Issued but unearned performance shares               (69,222)           (91,553)

              Issued but unearned restricted shares                (78,326)           (42,853)
                                                              ------------       ------------
              DENOMINATOR FOR BASIC EARNINGS PER SHARE          16,162,419         16,034,555
                                                              ============       ============

              Weighted average shares outstanding               16,309,967         16,168,961
              Effect of dilutive employee stock options            206,777             30,595
                                                              ------------       ------------
              DENOMINATOR FOR DILUTED EARNINGS PER SHARE        16,516,744         16,199,556
                                                              ============       ============

         Basic earnings per share                             $       0.20       $       0.10
         Diluted earnings per share                           $       0.20       $       0.10
</TABLE>




                                       4
<PAGE>   7
NOTE 3 - INVENTORIES

         Inventories consist of the following (amounts in thousands):

<TABLE>
<CAPTION>
                                                      JANUARY 31,      OCTOBER 31,
                                                         2000             1999
                                                      -----------      -----------
<S>                                                   <C>              <C>
                  Raw materials                         $12,792           12,399
                  Work-in-process                         2,885            3,197
                  Finished goods                         13,434           13,650
                                                        -------          -------
                                                        $29,111          $29,246
                                                        =======          =======
</TABLE>

         Inventories are stated at the lower of cost or market. Inventories in
the United States are primarily valued by the last-in, first-out (LIFO) cost
method. The primary method used for all other inventories is first-in, first-out
(FIFO). An actual valuation of inventory under the LIFO method can be made only
at the end of each year based on the inventory levels and costs at that time.
Accordingly, interim LIFO calculations must necessarily be based on management's
estimates of expected year-end inventory levels and costs. Because these are
subject to many factors beyond management's control, interim results are subject
to the final year-end LIFO inventory valuation.


NOTE 4 - COMPREHENSIVE INCOME (LOSS)

         Total comprehensive income (loss) was comprised of the following
(amounts in thousands):

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED
                                                       JANUARY 31,    JANUARY 31,
                                                           2000           1999
                                                         -------        -------
<S>                                                    <C>            <C>
Net income                                               $ 3,258        $ 1,588
Other comprehensive loss - foreign
currency translation adjustments                            (374)        (2,217)
                                                         -------        -------
             Total comprehensive income (loss)           $ 2,884        $  (629)
                                                         =======        =======
</TABLE>




                                       5
<PAGE>   8
NOTE 5 - SEGMENT DATA

         For management reporting and control, the Company is divided into five
geographic operating segments as presented below. Each segment has general
operating autonomy over its markets.

         Operating segment data includes the results of all subsidiaries,
consistent with the management reporting of these operations. Financial
information by geographic operating segments as of and for the three months
ended January 31 is summarized below (amounts in thousands):

<TABLE>
<CAPTION>
                                                             JANUARY 31,
                                                       2000              1999
                                                     --------          --------
<S>                                                  <C>               <C>
NET SALES:
North America                                        $ 37,584          $ 32,631
Europe                                                  8,833             9,993
Japan                                                   8,667             6,849
Asia/Pacific                                            6,163             5,665
Latin America                                           4,092             2,929
Elimination of intercompany sales                      (7,605)           (7,441)
                                                     --------          --------
         Consolidated                                $ 57,734          $ 50,626
                                                     ========          ========
</TABLE>

<TABLE>
<CAPTION>
                                                             JANUARY 31,
                                                       2000              1999
                                                     --------          --------
<S>                                                  <C>               <C>
OPERATING INCOME (LOSS):
North America                                        $  3,454          $  1,494
Europe                                                     47               116
Japan                                                     488               (10)
Asia/Pacific                                              898               725
Latin America                                             522               369
                                                     --------          --------
         Segment total                                  5,409             2,694
                                                     --------          --------
Interest expense                                         (241)             (358)
Other income, net                                         104               169
                                                     --------          --------
         Income before income taxes                  $  5,272          $  2,505
                                                     ========          ========
</TABLE>

- -        Interest expense and other income (expense) have not been allocated to
         segments.

<TABLE>
<CAPTION>
                                                 JANUARY 31,          OCTOBER 31,
                                                    2000                 1999
                                                 ---------            ---------
<S>                                              <C>                  <C>
ASSETS:
North America                                    $ 143,769            $ 144,385
Europe                                              20,805               24,028
Japan                                               29,321               31,558
Asia/Pacific                                        13,553               13,239
Latin America                                        7,436                5,763
General Corporate                                    3,878                6,186
Eliminations and other                             (41,845)             (40,817)
                                                 ---------            ---------
         Consolidated                            $ 176,917            $ 184,342
                                                 =========            =========
</TABLE>

- -        General Corporate assets (principally cash and investments) are not
         allocated to segments.

- -        Eliminations and other is primarily comprised of intercompany
         receivables and investments in subsidiaries, both of which are
         eliminated in the Company's consolidated financial statements.




                                       6
<PAGE>   9
NOTE 6 - OTHER INCOME, NET

         Other income, net consisted of the following (amounts in thousands):

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                          JANUARY 31,   JANUARY 31,
                                                              2000         1999
                                                          -----------   -----------
<S>                                                       <C>           <C>
Interest income                                              $  52        $  45
Exchange gains                                                  20          213
Gains on sale of property, plant and equipment                  16            1
Other income (expenses)                                         16          (90)
                                                             -----        -----
                                                             $ 104        $ 169
                                                             =====        =====
</TABLE>




                                       7
<PAGE>   10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

THREE MONTH PERIOD ENDED JANUARY 31, 2000 VS. THREE MONTH PERIOD ENDED JANUARY
31, 1999

NET SALES

         The Company had net sales of $57.7 million in the first quarter of
fiscal 2000 representing a 14.0 percent increase over 1999's first quarter sales
of $50.6 million. The majority of this improvement can be attributed to an
increase in the unit volume of worldwide sales. Had currency values been
unchanged from the first quarter of fiscal 1999, net sales for the first quarter
of 2000 would have been $1.9 million higher, or 17.7 percent greater overall
than the comparable period in fiscal 1999.

<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED                       CURRENCY
                                    JANUARY 31,     JANUARY 31,      PERCENT      ADJUSTED
                                        2000            1999         CHANGE        CHANGE
                                        ----            ----         ------        ------
<S>                                      <C>             <C>           <C>            <C>
North America                             $32,127         $28,176        14.0%         14.0%
Europe                                      7,451           7,730       (3.6%)         10.2%
Japan                                       8,535           6,671        27.9%         14.3%
Asia/Pacific                                5,730           5,186        10.5%          9.1%
Latin America                               3,891           2,863        35.9%         92.1%
                                          -------         -------        ----          ----
             Total sales                  $57,734         $50,626        14.0%         17.7%
                                          =======         =======        ====          ====
</TABLE>

         North American sales increased 14.0 percent in the first quarter as
compared to the same quarter in 1999. The potable water market was responsible
for much of this growth, however both the fluid processing and healthcare
markets in North America had increased sales quarter over quarter. The Water
Group (within the potable water market) continued to record strong sales with
its series of new filters designed for various OEM customers with final sales to
US consumers. Sales in Europe were down 3.6 percent as compared to the same
period in 1999, but up 10.2 percent when expressed in local currency. All three
market segments in this region posted gains, on a local currency basis, over the
comparable period last year. Sales in Japan were 27.9 percent higher as compared
to the same quarter last year, and 14.3 percent higher when expressed in local
currency, reflecting double-digit sales growth in all three markets.
Asia/Pacific sales increased by 10.5 percent as compared to the same quarter
last year and, excluding changes in currency values over the period, increased
9.2 percent. The majority of the increase in Asia/Pacific is due to the slowly
recovering economy in Southeast Asia after nearly two years of recession. First
quarter Latin American sales increased 35.9 percent as compared to the same
period in 1999, and 92.1 percent when expressed in local currency. This increase
was primarily driven by a large contract completed and shipped in the first
quarter of 2000.



                                       8
<PAGE>   11
         The following table displays the Company's sales by market (amounts in
thousands):

<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED                     CURRENCY
                                         JANUARY 31,     JANUARY 31,     PERCENT     ADJUSTED
                                            2000            1999         CHANGE       CHANGE
                                            ----            ----         ------       ------
<S>                                       <C>             <C>            <C>          <C>
Potable Water                             $23,430         $20,471        14.5%        16.3%
Fluid Processing                           19,505          17,055        14.4%        19.0%
Healthcare                                 14,799          13,100        13.0%        18.2%
                                           ------          ------        ----         ----
             Total sales                  $57,734         $50,626        14.0%        17.7%
                                          =======         =======        =====        =====
</TABLE>

         Although, on a currency adjusted basis, all geographic operating
segments experienced sales increases in the potable water segment, the increase
was primarily driven by strong sales in North America associated to OEM
customers, direct marketing companies, and appliance manufacturers. Similarly,
on a currency adjusted basis, all geographic operating segments experienced
sales increases in the fluid processing market. These increases reflect the
strengthening worldwide demand in the electronics and oil & gas markets. Also,
on a currency adjusted basis, all geographic operating segments experienced
sales increases in the healthcare market. This market continues to reflect sound
business conditions and a focus by management on competitively favorable niches.

GROSS PROFIT

         The Company's gross profit increased $4.5 million to $24.3 million in
the first quarter of 2000 from $19.9 million in the first quarter of 1999. Gross
profit as a percentage of net sales (gross margin) increased during that same
period from 39.2 percent in 1999 to 42.1 percent in 2000. Several factors
contributed to the lower gross margin in 1999, chief among these were start-up
costs associated with a new product in the Water Group, higher manufacturing
costs in the US membrane operation associated with the introduction of a new
manufacturing process, and pricing pressure on certain products sold in Japan.

OPERATING EXPENSES

         Selling, general and administrative expenses increased $1.5 million or
10.2 percent in the first quarter of 2000 as compared to the first quarter of
1999. Selling expenses increased $0.7 million due primarily to sales force
additions and normal incentive and inflation-based wage increases.
Administrative expenses increased $0.5 million due to expansions in the employee
base and inflation-based wage increases. Research, development and engineering
expenses increased $0.3 million or 9.9 percent in the first quarter as compared
to the prior year reflecting the Company's continued focus on the development of
new products and technologies.

OPERATING INCOME

         As a result of the above, operating income increased $2.7 million, or
100.8 percent, to $5.4 million or 9.4 percent of sales in the first quarter of
2000 as compared to $2.7 million or 5.3 percent of sales in the first quarter of
1999.


                                       9
<PAGE>   12
NONOPERATING ACTIVITY

         Interest expense was down slightly ($0.1 million) quarter over quarter
as the level of debt outstanding decreased. See "Financial Position and
Liquidity" below. As detailed in Note 6 to the condensed consolidated financial
statements, other income, net was relatively flat quarter over quarter as no
material activity occurred in either of the two quarters.

INCOME TAXES

         The Company's effective income tax rate for the first quarter of 2000
was 38.2% compared to 36.6% in the first quarter of 1999. The increase primarily
reflects a change in the mix of income attributed to the various countries in
which the Company does business and their associated tax rates.


FINANCIAL POSITION AND LIQUIDITY

         The Company assesses its liquidity in terms of its ability to generate
cash to fund operating and investing activities. Of particular importance to the
management of liquidity are cash flows generated by operating activities,
capital expenditure levels, and adequate bank financing alternatives.

         The Company manages its worldwide cash requirements considering the
cost effectiveness of the funds available from the many subsidiaries through
which it conducts its business. Management believes that its existing cash
position and available sources of liquidity are sufficient to meet current and
anticipated requirements for the foreseeable future.

         Set forth below is selected key cash flow data (in thousands of
dollars):

<TABLE>
<CAPTION>
Source/(Use) of Cash                                                      THREE MONTHS ENDED
                                                                              JANUARY 31,
                                                                         2000            1999
                                                                         ----            ----
<S>                                                                     <C>              <C>
OPERATING ACTIVITIES:
Net cash provided by net income plus depreciation,
amortization and non-cash compensation                                  $ 5,623          $ 3,882
Accounts receivable                                                       3,005            2,660
Inventories                                                               (314)              792
Net cash provided by operating activities                                 5,458            4,724

INVESTING ACTIVITIES:
Capital expenditures                                                    (2,101)          (3,085)

FINANCING ACTIVITIES:
Net change in total debt                                                (4,550)          (3,089)
Retirement of Common Stock                                              (1,154)               --
</TABLE>


         The net cash provided by net income plus depreciation, amortization and
non-cash compensation is an important measurement of cash generated from the
earnings process before significant non-cash charges. Net income plus
depreciation, amortization and non-cash compensation of $5.6 million increased
44.8 percent in the first quarter of 2000 as compared to 1999 reflecting the
Company's increased sales volume and improved gross profit margin as previously
discussed above. The net source of $3.0 million generated from accounts
receivable reflects the Company's strong management of worldwide receivables,
and


                                       10
<PAGE>   13
compares favorably to the general increase in sales levels. The net use of $0.3
million applicable to inventories reflects the Company's consistent growth in
sales and concomitant increase, although at a lessor rate, in inventories.
During the first quarter of 2000, a significant portion of the Company's
outstanding performance shares vested. In connection therewith, the Company
utilized $1.2 million in cash to pay applicable employee withholding taxes on
the common shares earned in return for shares of the Company's Common Stock then
retired.

         Capital expenditures amounted to $2.1 million in the first three months
of 2000 and were primarily comprised of building additions and purchases of
machinery and equipment for the expansion of manufacturing capabilities. In the
second quarter of fiscal 2000, the Company may be required to make contingent
consideration payments of up to $3.0 million related to the acquisition of
Chemical Engineering Corporation. Any such payments will be recorded as
additional goodwill.

         Due largely to the Company's continued strong cash flows from operating
activities ($5.5 million) in the first three months of 2000, the Company was
able to reduce its long-term debt and bank loans by $4.6 million.

OTHER MATTERS

COMPLIANCE WITH YEAR 2000

         In prior years, the Company discussed the nature and progress of its
plans to become Year 2000 ready. In 1999, the Company completed its remediation
and testing of systems. As a result of those planning and implementation
efforts, the Company experienced no significant disruptions in critical
information technology and non-information technology systems and believes those
systems successfully responded to the Year 2000 date change. The Company is not
aware of any material problems resulting from Year 2000 issues, either with its
products, its internal systems, or the products and services of third parties.
The Company will continue to monitor its critical computer applications and
those of its suppliers and vendors throughout the year 2000 to ensure that any
latent Year 2000 matters that may arise are addressed promptly.

EUROPEAN ECONOMIC AND MONETARY UNION

         On January 1, 1999, the Euro became the official currency of the
European Economic and Monetary Union (the "Union"). Companies in the Union may
begin conducting their business operations in the new currency, however, the
previous local currencies in those countries may also continue to be used as
legal tender through January 1, 2002.

         The Company has implemented its program to accommodate the new
currency. Software used by the Company at its European facilities is capable of
handling multi-currencies, including the Euro. As such, the Company is able to
accept customer or supplier orders in either the new Euro or the previous local
currency. The Company continues to address the Euro's impact on its operations
(e.g. banking, payroll processing, pricing, currency hedging requirements, etc.)
The estimated costs of any remaining required system modifications and other
operational changes are not expected to be material to the Company.

MARKET RISK DISCLOSURES


                                       11
<PAGE>   14
         There have been no material changes in the information reported in the
Company's Form 10-K for the year ended October 31, 1999 under the "Market Risk
Disclosures" section of Management's Discussion and Analysis of Financial
Condition and Results of Operations.

FORWARD LOOKING INFORMATION

         The Company wants to provide stockholders and investors with more
meaningful and useful information and therefore, this quarterly report describes
the Company's belief 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
Management's Discussion and Analysis in the Company's Annual Report on Form 10-K
for the year ended October 31, 1999, 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 quarterly
report.



                                       12
<PAGE>   15
                           PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)      Documents filed as part of this report.

         Exhibit 27. Financial Data Schedule (submitted electronically herewith)


(b)      Reports on Form 8-K


No reports were filed on Form 8-K during the quarter for which this 10-Q is
filed.



                                       13
<PAGE>   16
                                   SIGNATURES


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 thereunto duly authorized.



CUNO INCORPORATED



Date     March 1, 2000
         ----------------


By /s/ Frederick C. Flynn, Jr.
   ---------------------------
Frederick C. Flynn, Jr.
Senior Vice President -
Finance and Administration,
Chief Financial Officer,
Treasurer and Assistant Secretary


By /s/ Timothy B. Carney
   ---------------------------
Timothy B. Carney
Vice President, Controller,
and Assistant Secretary


                                       14

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<NAME> CUNO, INC.
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<CURRENCY> US DOLLAR

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