FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
August 31, 1995
For the quarterly period ended ...........................................
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ................... to ....................
0-11631
Commission File Number ..........
JUNO LIGHTING, INC.
..........................................................................
(Exact name of registrant as specified in its charter)
Incorporated in Delaware 36-2852993
..........................................................................
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 South Mt. Prospect Ave., Des Plaines, Illinois 60017-5065
..........................................................................
(Address of principal executive offices) (Zip Code)
708 - 827 - 9880
..........................................................................
(Registrant's telephone number, including area code)
..........................................................................
(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 Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
X
Yes ..... No .....
There were 18,505,112 common shares outstanding as of September 30, 1995.
<PAGE>
JUNO LIGHTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
August 31, November 30,
ASSETS 1995 1994
----------- -----------
(Unaudited) (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 5 218 $ 4 605
Marketable securities, at cost
which approximates market 59 845 53 841
Accounts receivable, less
allowance for possible losses
of $900,000 and $781,000 20 902 19 673
Inventories at lower of cost or market 19 482 18 211
Prepaid expenses and miscellaneous 4 856 3 675
----------- -----------
TOTAL CURRENT ASSETS 110 303 100 005
----------- -----------
PROPERTY, PLANT AND EQUIPMENT,
less accumulated depreciation of
$11,160,000 and $9,377,000 32 073 31 195
----------- -----------
OTHER ASSETS:
Marketable securities 10 145 9 861
Goodwill and other intangibles, net
of accumulated amortization of
$1,636,000 and $1,432,000 4 389 4 593
Miscellaneous 127 102
----------- -----------
TOTAL OTHER ASSETS 14 661 14 556
----------- -----------
$ 157 037 $ 145 756
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 4 757 $ 3 419
Accrued liabilities 5 583 7 135
----------- -----------
TOTAL CURRENT LIABILITIES 10 340 10 554
----------- -----------
LONG-TERM DEBT & DEFERRED INCOME TAXES 8 129 8 454
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par, shares
authorized 50,000,000;
outstanding 18,502,512 & 18,457,112 185 185
Paid-in-capital 4 335 3 922
Cumulative marketable securities
valuation adjustment 360 -
Cumulative loss on foreign
currency translation ( 150) ( 273)
Retained earnings 133 838 122 914
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 138 568 126 748
----------- -----------
$ 157 037 $ 145 756
=========== ===========
(See Notes To Consolidated Financial Statements)
<PAGE>
JUNO LIGHTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per
Share Amounts)
Three Months Ended
--------------------------
August 31, August 31,
1995 1994
----------- -----------
(Unaudited) (Unaudited)
NET SALES $ 31 120 $ 34 232
COST OF SALES 16 779 17 090
----------- -----------
Gross profit 14 341 17 142
SELLING, GENERAL AND ADMINISTRATIVE 8 364 8 026
----------- -----------
Operating income 5 977 9 116
OTHER INCOME 821 707
----------- -----------
Income before taxes on income 6 798 9 823
TAXES ON INCOME 2 424 3 664
----------- -----------
NET INCOME $ 4 374 $ 6 159
=========== ===========
NET INCOME PER COMMON SHARE $0.24 $0.33
(See Notes To Consolidated Financial Statements)
<PAGE>
JUNO LIGHTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per
Share Amounts)
Nine Months Ended
--------------------------
August 31, August 31,
1995 1994
----------- -----------
(Unaudited) (Unaudited)
NET SALES $ 95 880 $ 95 227
COST OF SALES 49 695 46 541
----------- -----------
Gross profit 46 185 48 686
SELLING, GENERAL AND ADMINISTRATIVE 25 233 23 687
----------- -----------
Operating income 20 952 24 999
OTHER INCOME 2 421 2 112
----------- -----------
Income before taxes on income 23 373 27 111
TAXES ON INCOME 8 384 10 069
----------- -----------
NET INCOME $ 14 989 $ 17 042
=========== ===========
NET INCOME PER COMMON SHARE $0.81 $0.92
(See Notes To Consolidated Financial Statements)
<PAGE>
JUNO LIGHTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(In Thousands)
Nine Months Ended
August 31, 1995
-----------------
(Unaudited)
RETAINED EARNINGS, beginning of period $ 122 914
CASH DIVIDENDS ($0.22 per share) ( 4 065)
NET INCOME, nine months ended August 31, 1995 14 989
-----------
RETAINED EARNINGS, end of period $ 133 838
===========
(See Notes To Consolidated Financial Statements)
<PAGE>
JUNO LIGHTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(In Thousands)
Nine Months Ended
-------------------------
August 31, August 31,
1995 1994
----------- ----------
(Unaudited) (Unaudited)
CASH FLOWS PROVIDED BY (USED IN) OPERATING
ACTIVITIES:
Net income from continuing operations $ 14 989 $ 17 042
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation & amortization 2 097 1 959
Changes in assets and
liabilities:
(Increase) in accounts
receivable ( 1 106) ( 4 284)
(Increase) in inventory ( 1 271) ( 1 395)
(Increase) Decrease in
prepaid expense ( 1 181) 15
(Increase) in other assets ( 24) ( 31)
(Decrease) Increase in
accounts payable
and accrued expenses ( 135) 1 027
(Decrease) Increase in
deferred taxes ( 23) 99
------------ -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES: 13 346 14 432
------------ -----------
CASH FLOWS PROVIDED BY (USED IN) INVESTING
ACTIVITIES:
Capital expenditures ( 2 772) ( 2 929)
Purchases of marketable securities ( 38 556) ( 26 125)
Sales of marketable securities 32 628 19 042
------------ ------------
NET CASH (USED IN) INVESTING
ACTIVITIES ( 8 700) ( 10 012)
------------ ------------
(Continued on Next Page)
<PAGE>
JUNO LIGHTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS (CONTINUED)
(In Thousands)
Nine Months Ended
--------------------------
August 31, August 31,
1995 1994
----------- -----------
(Unaudited) (Unaudited)
CASH FLOWS PROVIDED BY (USED IN) FINANCING
ACTIVITIES:
Proceeds from exercise of stock
options 334 496
Dividend paid ( 4 065) ( 3 496)
Principal payments on long-term debt ( 302) ( 306)
------------ ------------
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES ( 4 033) ( 3 306)
------------ ------------
NET INCREASE IN CASH 613 1 114
CASH AT BEGINNING OF PERIOD 4 605 1 840
----------- -----------
CASH AT END OF PERIOD $ 5 218 $ 2 954
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ 253 $ 214
Income taxes 9 190 9 447
(See Notes To Consolidated Financial Statements)
<PAGE>
JUNO LIGHTING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL INFORMATION
The financial information presented in these consolidated financial
statements is unaudited but, in the opinion of management, reflects all
normal adjustments necessary for the fair presentation of the Company's
financial position, results of its operations and cash flows. The
information in the condensed consolidated balance sheet as of November 30,
1994 was derived from the Company's audited consolidated financial statements.
On December 1, 1994, the Company adopted the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," which requires the
Company to record its investments in debt securities, consisting of U.S.
Government and municipal bond issues, as available-for-sale at market value.
Changes in market value for these securities are reported, net of tax, in a
separate component of stockholders equity until realized. Prior to adoption
of SFAS No. 115, investments in debt securities were valued at the lower of
aggregate amortized cost or market. As a result of adopting SFAS No. 115, a
$1,011,000 unrealized loss, net of tax, was charged to stockholders equity at
December 1, 1994. The adoption of this Statement had no impact on net income
for the nine months ended August 31, 1995, or amounts reported in fiscal
1994.
INVENTORIES
Inventories are summarized as follows:
(In Thousands)
August 31, November 30,
1995 1994
Finished goods $ 7 363 $ 7 548
Raw materials 12 119 10 663
----------- -----------
$ 19 482 $ 18 211
=========== ===========
NET INCOME PER COMMON SHARE
Net income per common share is calculated by dividing net income by
the weighted average number of common shares outstanding including assumed
exercise of stock options during the periods. Such weighted average number
of shares outstanding is as follows:
August 31, August 31,
1995 1994
---------- ----------
3 months ended 18,569,860 18,551,900
9 months ended 18,568,627 18,547,051
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS:
- ----------------------
Three Months Ended August 31, 1995 Compared With Three Months Ended
- -------------------------------------------------------------------
August 31, 1994
- ---------------
During the third quarter ended August 31, 1995, net sales
decreased by 9.1% to $31,120,000 compared to $34,232,000 for the like
period in 1994. Sales through Juno's Canadian subsidiary decreased 1.3% to
$1,884,000 for the quarter ended August 31, 1995, compared to $1,908,000
for the like period in 1994. This decrease in sales was not confined to a
particular geographic territory or product line, but, in Management's
opinion, is reflective of sluggish demand from certain end use markets and
increasing price competition, particularly with respect to certain products.
In addition, certain planned introductions of new products were delayed.
Cost of sales as a percentage of net sales increased to 53.9% for the
quarter, compared to 49.9% for the like period in 1994. Approximately one
third of the decrease in margin was due to increases in raw material costs,
with another one third due to underabsorbed indirect labor costs as a result
of the decrease in sales, and to a lesser extent, to increases in employee
health insurance costs for the direct labor force and increases in aggregate
discounting to customers.
Selling, general and administrative expenses increased $338,000 (4.2%)
primarily due to general inflationary cost increases which, coupled with the
decrease in sales of 9.1% mentioned above, resulted in such expenses as a
percentage of sales of 26.9% in the current quarter compared to 23.5% for
the like period in 1994.
As a result of the above factors, operating income as a percentage of
net sales for the quarter decreased to 19.2% of sales compared to 26.6% for
the like period in 1994.
The effective income tax rate decreased to 35.7% compared to 37.3% for
the like period in 1994. This decrease was due primarily to the increase
in the relationship of municipal interest income earned as a percentage of
taxable income.
Nine Months Ended August 31, 1995 Compared With Nine Months Ended
- -----------------------------------------------------------------
August 31, 1994
- ---------------
During the nine month period ended August 31, 1995, net sales
increased slightly (.7%) to $95,880,000 compared to $95,227,000 for the like
period in 1994. Increased sales resulting in part from sales promotions,
distributor price increases and improved sales of the company's wholly-owned
subsidiary, Indy Lighting, Inc. during the first six months of fiscal 1995
were offset by the factors described above.
Cost of sales as a percentage of sales increased to 51.8% for the
nine months as compared to 48.9% for the like period in 1994 due to the same
factors cited above.
Selling, general and administrative costs increased $1,546,000 (6.5%)
which coupled with the slight increase in sales previously mentioned
resulted in such expenses as a percentage of sales of 26.3% for the first
nine months compared to 24.9% for the like period in 1994 due to the factors
cited above.
The effective income tax rate decreased to 35.9% compared to 37.1% for
the like period in 1994, due to the same factors cited above.
(continued on next page)
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES:
During the nine month period ended August 31, 1995, the Company
generated positive net cash flow from operating activities of $13,346,000.
This was comprised of net income and depreciation and amortization
($17,086,000), net of increases in accounts receivable ($1,106,000), prepaid
expenses ($1,181,000), and inventory ($1,271,000) and decreases in accounts
payable ($135,000). The Company used the net cash provided from operating
activities to finance capital expenditures of $2,772,000, increase its
investment portfolio by $5,928,000 and pay dividends of $4,065,000
($.22 per common share.
On September 7, 1995, the Company announced the declaration of a cash
dividend of 8 cents per share payable October 16, 1995, to shareholders of
record September 15, 1995. The Board of Directors intends to maintain
regular quarterly dividends at the same rate. Management believes that the
existing level of working capital is adequate for the Company's liquidity
needs currently and in the foreseeable future. It is currently anticipated
that future working capital requirements and capital expenditures will be
met by internally generated funds.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. (a) Exhibits - None
(b) During the quarter for which this report is filed, no
reports on Form 8-K were filed.
<PAGE>
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.
JUNO LIGHTING, INC.
By:
George J. Bilek, Vice President Finance
(Principal Financial Officer)
Dated: October 13, 1995
<PAGE>
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.
JUNO LIGHTING, INC.
By: George J. Bilek
George J. Bilek, Vice President Finance
(Principal Financial Officer)
Dated: October 13, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000723888
<NAME> JUNO LIGHTING, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-END> AUG-31-1995
<CASH> 5218
<SECURITIES> 69990
<RECEIVABLES> 21802
<ALLOWANCES> 900
<INVENTORY> 19482
<CURRENT-ASSETS> 110303
<PP&E> 43233
<DEPRECIATION> 11160
<TOTAL-ASSETS> 157037
<CURRENT-LIABILITIES> 10340
<BONDS> 6102
<COMMON> 185
0
0
<OTHER-SE> 138383
<TOTAL-LIABILITY-AND-EQUITY> 157037
<SALES> 95880
<TOTAL-REVENUES> 95880
<CGS> 49695
<TOTAL-COSTS> 49695
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 343
<INTEREST-EXPENSE> 268
<INCOME-PRETAX> 23373
<INCOME-TAX> 8384
<INCOME-CONTINUING> 14989
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14989
<EPS-PRIMARY> .81
<EPS-DILUTED> .81
</TABLE>
