===========================================================================
SECURITIES AND EXCHANGE C0MMISSION
Washington, D.C. 20549
F0RM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended November 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to_______ .
Commission file number 0-11631
JUNO LIGHTING, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2852993
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2001 South Mt. Prospect Road
P.0. Box 5065
Des Plaines, Illinois 60017-5065
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (847) 827-9880
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
<PAGE> 2
Common Share Purchase Rights
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 period 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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes X No .
--- ---
Aggregate market value of voting stock held by non-affiliates of the
registrant, based upon the price of the stock as reported by the National
Association of Securities Dealers Automated Quotations System, on
January 31, 1996: $283,569,504
At January 31, 1996, 18,422,112 shares of common stock were outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
1. Registrant's Proxy Statement for its 1996 Annual Meeting of
Stockholders (the "Proxy Statement"), which will be filed
with the Securities and Exchange Commission no later than 120
days after the end of the registrant's fiscal year, is
incorporated into Part III of this Annual Report on
Form l0-K, as indicated herein.
<PAGE> 3
PART I
ITEM 1. BUSINESS
General Development of Business
- -------------------------------
Juno Lighting, Inc. began operations in 1976 and was
incorporated in Illinois. It changed its state of incorporation
to Delaware in 1983. Executive offices and principal plant are
located at 2001 South Mt. Prospect Road, Des Plaines, Illinois
60017-5065, a suburb of Chicago; the telephone number is
(847)827-9880. Juno also has facilities in the Los Angeles,
Indianapolis, Toronto, Philadelphia, Dallas and Atlanta areas.
The term "Juno" as used herein means Juno Lighting, Inc.; the
term "Company" as used herein means Juno Lighting, Inc. and its
subsidiaries, collectively.
Juno is a specialist in the design, manufacture and
marketing of a full line of recessed and track lighting fixtures
for use in new construction and remodeling of commercial,
institutional and residential buildings. Juno's principal
products use incandescent and fluorescent light sources and are
designed for attractive appearance, reliable and flexible
function, efficient operation and simple installation and
servicing. Through Indy Lighting, Inc. ("Indy"), a wholly owned
subsidiary of Juno, the Company is also engaged in the marketing,
design and manufacture of other incandescent and fluorescent
lighting products with application in the commercial lighting
market, primarily in department and chain stores. New product
development is of prime importance to the Company and the Company
has been innovative and responsive to its customers' needs both
in the styling and technical development of its products.
Approximately 94% of the Company's sales in fiscal 1995 were
in the United States and most of the balance in Canada. The
Company's sales are made primarily to electrical distributors, as
well as to certain wholesale lighting outlets.
The Company's products are marketed primarily to
distributors who resell the products for use in new residential,
commercial and institutional construction and in remodeling
existing structures. The Company therefore cannot determine with
any precision the percentage of its revenues derived from sales
of products installed in each type of building nor can it
determine the percentage of its products sold for new
construction as compared to remodeling. The Company's sales,
like those of the lighting fixture industry in general, are
partly dependent on levels of activity in new construction and
remodeling. No assurances can be given that historic levels of
activity will increase or be maintained.
<PAGE> 4
Products
- --------
The Company produces numerous fixtures and related equipment
of both contemporary and traditional design, most of which are
available in a variety of styles, sizes and finishes. Some
styles differ from others only in size, light source capacity or
other minor modifications. Some fixtures which Juno produces are
designed to be installed in recesses in ceilings, while others
are designed to be mounted on electrified tracks affixed to
ceilings or walls.
Each recessed fixture is composed of a housing and a trim.
Housings may be fitted with a variety of trims offering a wide
choice of diffusers, lenses and louvers to satisfy different
optical requirements. Recessed fixtures are generally used for
down-lighting, but by special frames they also may be used for
wall-washing and spot lighting. Juno has designed recessed
lighting fixtures, sold under the Sloped Ceiling Down-Lights
name, that provide lighting perpendicular to a floor from a
sloped ceiling. Juno also produces a series of recessed lighting
fixtures sold under the name of Air-Loc which are designed to
restrict the passage of air into and out of a residence through
the fixture to minimize energy loss.
Juno's principal track lighting system, sold under the
Trac-Master name, is made up of an electrified extruded aluminum
channel (called the track) and a wide variety of spot lights that
may be connected at any point on the track. The spot lights are
available in different geometric styles, light source sizes and
finishes. Juno also has a line of track lighting produced under
the name of Vector by Juno to complement its line of products
under the Trac-Master name. This line is a lower priced but high
quality line of products that lack some of the features of
Trac-Master.
Track lighting products were originally developed for use in
store displays. While this use continues to be important, track
lighting is also popular in the residential market, particularly
in the remodeling and do-it-yourself markets. Juno also produces
a system that allows each track light to be controlled by either
of two switches and a series of miniature low voltage halogen
track lights that provides higher lumens per watt than standard
incandescent light sources.
Indy produces a wide variety of commercial lighting fixture
products for use primarily in department and chain stores. These
products use incandescent, fluorescent, high intensity discharge
and compact fluorescent light sources to provide specialty and
general purpose lighting.
The Company's "Danalite" division produces low voltage
halogen and fluorescent linear strip lighting fixtures in custom
and standard lengths. The products are made utilizing aluminum
<PAGE> 5
extruded channels in various finishes for use in merchandise
showcases, cove lighting and a variety of display applications.
These products primarily utilize miniature 12 volt halogen light
sources with hinged sockets so that the process of changing the
light source can be done easily.
The Company believes its innovations in simplifying
installation and improving the function of track and recessed
lighting products have served to increase demand for its
products.
Registered trademarks of the Company consist of the following:
Juno, Indy, Trac-Master, Real Nail, Air-Loc, and Vector by Juno.
Production
- ----------
Substantially all of the Company's products are designed and
engineered by its staff. Tools, dies and molds are manufactured
by outside sources to the Company's designs and specifications.
Tooling is consigned to independent job shops, largely near the
Company's manufacturing facilities, which fabricate and finish
the components of the Company's products. Nevertheless, the
Company inspects the components and assembles, tests, packages,
stores and ships the finished products. Most assembly operations
are performed at the Des Plaines plant and at Indy's Indianapolis
assembly facilities, but some such work is also done at Juno's
Toronto area warehouse.
The Company believes that utilization of sub-contractors
with specialized skills is the most efficient method of
manufacturing its products. The Company further believes that
alternate tool making specialists and fabricators are generally
available.
The Company spent approximately $3,685,000, $3,119,000 and
$2,625,000 on research, development and testing of new products
and development of related tooling in fiscal 1995, 1994 and 1993,
respectively.
Sales and Distribution
- ----------------------
The Company sells directly to distributors of lighting
products, located throughout the United States and in Canada.
Each of Juno's distributors maintains its own inventory of Juno
products and in turn, sells to electrical contractors and
builders, and in some cases, also sells at the retail level.
Sales to distributors are made through the Company's own staff of
sales managers and salesmen and also through manufacturers'
agents who sell other electrical products of a non-competitive
character. The Company also seeks to have its products specified
by architects, engineers and contractors for large commercial and
institutional projects with actual sales made through the
Company's distributors. The Company also sells to certain
wholesale lighting outlets and national accounts.
<PAGE> 6
Inventories of all items Juno produces are maintained at the
Des Plaines plant and substantially all items in the Company's
warehouses in the Atlanta, Dallas, Los Angeles, Philadelphia and
Toronto areas. Inventories of Indy's products are maintained at
Indy's Indianapolis facilities. Most orders are shipped from
stock inventory within 48 hours of receipt.
Indy sells its products primarily to the commercial
construction industry. Indy's products are generally shipped
from the factory directly to the job site.
The Company is not dependent on any single customer or group
of customers and no single customer accounted for as much as 5%
of sales in fiscal 1995.
Competition
- -----------
There are no published figures that identify the overall
market for the Company's products. Nevertheless, the Company
believes that Juno's sales place Juno among the five
highest-selling manufacturers of track and recessed lighting
products in the United States, but that two competitors have
substantially larger sales. The Company estimates that there are
more than fifty manufacturers of competing track and recessed
lighting products. The Company competes not only with
manufacturers in its own fields, but also with manufacturers of a
variety of fluorescent lighting, high intensity discharge
lighting and decorative lighting. A number of competitors,
including the Company's two largest competitors, are divisions or
subsidiaries of larger companies which have substantially greater
resources than the Company.
There is wide price variance in competitive products and the
Company believes that Juno's line can be described as moderately
priced in order to be attractive to the high-volume commercial
and residential markets. However, lighting fixtures are often
purchased in small quantities and, as a result, product features
may be more important to a purchaser in small quantities than
cost. The Company believes that its growth has been attributable
principally to the design and construction of its products, the
quality of its sales force and its reputation for rapid delivery
and service.
Although the Company believes that it holds certain valuable
patents, the Company does not believe that any one patent is
material to its business, taken as a whole.
Employees
- ---------
The Company employs approximately 920 persons. Most of the
Company's factory employees are represented by one of two unions.
The expiration dates for the collective bargaining agreements
pertaining to the Company's Des Plaines, Illinois, and
Indianapolis, Indiana locations are September 1999 and September 1998,
respectively. The Company had a two day work stoppage at its Des
Plaines location in September 1995.
<PAGE> 7
ITEM 2. PROPERTIES
- -------------------
The Company's executive offices and principal plant and
warehouse facilities are located in Des Plaines, Illinois in
buildings containing approximately 350,000 square feet of space.
In March 1993, the Company purchased an approximately 33 acre
site in Des Plaines, Illinois for approximately $5,100,000. This
site will be the location of a new factory and corporate office
facility (of approximately 525,000 square feet) to replace its
current Des Plaines, Illinois facility. The Company is in the
process of re-evaluating various aspects of the project in order
to assure that the cost of the project meets expectations. The
Company currently anticipates completing construction sometime in
the second half of fiscal 1997. Although the Company has not
entered into a contract or approved a final plan and therefore no
assurances can be given, the Company estimates that the
construction cost of the building will range between $19.0 and
$22.0 million. When the new facility is occupied, the Company
plans to sell the three buildings (350,000 square feet) it
currently occupies in Des Plaines, Illinois. Juno owns
distribution warehouses in New Jersey, Georgia, and Brampton,
Ontario which have, in the aggregate, approximately 140,700
square feet of floor space and owns a 130,000 square foot assembly and
general office facility in Indianapolis, Indiana for its Indy Lighting,
Inc. subsidiary. The Company leases two additional distribution
warehouses for relatively short terms which have, in the
aggregate, approximately 92,000 square feet of floor space.
These warehouse leases call for an aggregate annual rental of
approximately $314,000. The Company's facilities are
modern, considered adequate for its business as presently
conducted and experience varying levels of utilization.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
None.
<PAGE> 8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
None.
Executive Officers Of The Registrant
- ------------------------------------
The following table gives certain information with respect
to the Executive Officers of the Company as of January 31, 1996:
Name Age Positions Held
- ----- --- --------------
Robert S. Fremont 71 Chairman of the Board,
Chief Executive Officer and Director
Ronel W. Giedt 57 President and Chief Operating Officer
Glenn R. Bordfeld 49 Vice President, Sales
Thomas W. Tomsovic 54 Vice President, Operations and
Director
George J. Bilek 41 Vice President, Finance and Treasurer
Charles F. Huber 54 Vice President, Corporate Development
There are no family relationships among the above
officers, nor an arrangement or understanding between any
officer and any other person pursuant to which the officer was
elected. None of the officers has been involved in any legal
proceedings of the nature described in Item 401(f) of
Regulation S-K. All officers were last elected to their
present positions with Juno on April 25, 1995. The term of
each officer of Juno expires at the meeting of the Board of
Directors on the date of the 1996 Annual Meeting of the
Stockholders.
<PAGE> 9
ROBERT S. FREMONT founded the Company in 1976, has been a
Director since 1976 and was its President through November 30, 1994.
Mr. Fremont has been Chairman of the Board and Chief Executive Officer
since December 1, 1994. Mr. Fremont was Treasurer of the Company
from 1976 to April, 1990.
RONEL W. GIEDT served as President of Indy Lighting,
the Company's wholly-owned subsidiary, from 1988 to November 30, 1994.
Mr. Giedt has served as President and Chief Operating Officer of the
Company since December 1, 1994. Mr. Giedt has been a Director since
1991.
GLENN R. BORDFELD has been Vice President, Sales since
July, 1991. He was employed by the Company as its National
Sales Manager from November, 1988 to July, 1991; its Assistant
Sales Manager from November, 1985 to November, 1988 and its
Advertising Manager from November, 1982 to November, 1985.
THOMAS W. TOMSOVIC has been employed by the Company since
its founding in 1976. He was elected Vice President,
Manufacturing in July, 1983 and Vice President, Operations in
June, 1986. Mr. Tomsovic has been a Director since June, 1986.
GEORGE J. BILEK has been Vice President, Finance and
Treasurer since April, 1990. He was employed by the Company
as its Comptroller from September, 1985 to April, 1990.
CHARLES F. HUBER has been Vice President, Corporate
Development since December, 1992. From January, 1989 to
December, 1992 he was employed by the Company as the Director
of Corporate Development. From October, 1984 to January, 1989
he was employed by Reliance Electric, Inc., a manufacturer and
distributor of electrical products, as its Vice President and
General Manager.
<PAGE> 10
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
- ----------------------------------------------------------
STOCKHOLDER MATTERS
- -------------------
Common Stock and Dividend Information
The following table sets forth, for the fiscal years indicated,
the range of high and low sales prices as reported by the
NASDAQ National Market System.
As of January 31, 1996 there were 337 holders of record of
Common Stock, at least 300 of which own 100 or more shares.
FISCAL 1995 FISCAL 1994
DIVIDENDS DIVIDENDS
HIGH LOW PER SHARE HIGH LOW PER SHARE
---- --- --------- ---- --- ---------
FIRST QUARTER 20-3/4 16-1/4 $.07 21 18-3/4 $.06
SECOND QUARTER 21 17-3/8 .07 20 17-1/2 .06
THIRD QUARTER 18-1/4 15-3/4 .08 20-3/4 17-3/4 .07
FOURTH QUARTER 17-3/4 14 .08 19-1/4 17-1/2 .07
<PAGE> 11
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
FINANCIAL HIGHLIGHTS
(in thousands except per share amounts)
Year ended November 30, 1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Net Sales $126,364 $126,777 $109,098 $ 96,633 $ 79,538
Gross Profit $ 61,279 $ 65,549 $ 55,861 $ 47,656 $ 39,358
Net income $ 19,974 $ 22,907 $ 18,213 $ 15,321 $ 12,773
Percent of net income
to net sales 15.8% 18.1% 16.7% 15.9% 16.1%
Net income per common
share $1.08 $1.23 $.98 $.83 $.69
Cash dividends per common
share $.30 $.26 $.22 $.17 $.14
Total Assets $160,089 $145,756 $126,266 $111,278 $ 93,435
Long - Term Debt $ 5,976 $ 6,404 $ 6,856 $ 7,304 $ 3,747
Stockholders' Equity $141,368 $126,748 $107,977 $ 93,832 $ 81,841
Stockholders' Equity per
common share $7.66 $6.87 $5.87 $5.11 $4.46
Working Capital $102,294 $ 89,451 $ 72,964 $ 67,165 $ 57,203
Current Ratio 10.6 to 1 9.5 to 1 8.8 to 1 8.8 to 1 9.9 to 1
<PAGE> 12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
------------------------------------
RESULTS OF OPERATIONS
- ---------------------
FISCAL 1995 COMPARED TO FISCAL 1994. For the fiscal year ended November 30,
1995, net sales decreased approximately $413,000 to $126,364,000 from
$126,777,000 for the like period in 1994. In Management's opinion, increased
sales from sales promotions in the first half of the year, distributor price
increases and improved sales of the Company's wholly owned subsidiary, Indy
Lighting, Inc. were offset by sluggish demand from certain end use markets in
the second half of the year, increased price competition and delays in the
planned introduction of certain new products. Sales through Juno's Canadian
subsidiary decreased .5% to $7,032,000 for the year ended November 30, 1995
compared to $7,069,000 for the like period in 1994.
Gross profit expressed as a percentage of sales decreased to 48.5% in fiscal
1995 compared to 51.7% in fiscal 1994. Approximately one third of the decrease
in margin was due to increases in raw material costs, approximately one fourth
was due to underabsorbed indirect labor costs resulting from flat sales, with
the remainder due, to a lesser extent, to sales discounting to customers and
increases in employee health insurance costs for the direct labor work force.
Selling, general and administrative expenses as a percentage of sales
increased to 26.6% in fiscal 1995 compared to 25.2% in fiscal 1994 due
primarily to increases in salaries and benefits. These increases in staffing
were necessary to support expected growth in current and future business and
to improve performance in critical operating areas such as marketing and
sales training.
The effective income tax rate for fiscal 1995 decreased to 35.4% compared to
37.0% for fiscal 1994. Since the Company's investment portfolio consists
largely of municipal bonds, the interest earned is substantially tax exempt.
Therefore, in periods when operating earnings are down compared to prior years,
the relationship of tax exempt income to total income increases thus producing
a lower effective income tax rate.
FISCAL 1994 COMPARED TO FISCAL 1993. For the fiscal year ended November 30,
1994, net sales increased approximately $17,679,000 or 16.2% to $126,777,000
from $109,098,000 for the like period in 1993. Approximately 43% of this
increase was attributable to improvement in the sales through Indy Lighting,
Inc., the Company's wholly owned subsidiary that manufactures lighting products
with applications in the commercial lighting market, primarily department and
chain store markets, which the Company believes have experienced relatively
high levels of construction and remodeling in fiscal 1994 as compared to prior
periods. Approximately 28% of the increase resulted from a positive response
to new products introduced during fiscal 1994 with the remainder due primarily
to the distributor price increase of approximately 4.3% expressed on a weighted
average basis on all of Juno's product lines effective in February of 1994.
Sales through Juno's Canadian subsidiary increased 2.1% to $7,069,000 for the
year ended November 30, 1994, compared to $6,922,000 for the like period in
1993.
<PAGE> 13
Gross profit expressed as a percentage of sales increased slightly to 51.7%
in fiscal 1994 compared to 51.2% due primarily to efficiencies resulting from
increased automation in the production process.
Selling expenses as a percentage of sales decreased to 15.9% compared to
17.0% in fiscal 1993. This decrease was due principally to the relatively
fixed nature of most of these costs over the higher sales volume. General and
administrative expenses as a percentage of sales decreased to 9.2% in fiscal
1994 from 10.1% in fiscal 1993 primarily because of the improved sales volume.
As a result of the above factors, operating income increased to 26.5% of net
sales during fiscal 1994 from 24.1% in fiscal 1993.
The effective income tax rate for fiscal 1994 increased to 37.0% compared to
36.0% for fiscal 1993. This increase was due primarily to the decrease in the
relationship of municipal interest income earned as a percentage of taxable
income.
INFLATION While management believes it has generally been successful
in controlling the prices it pays for materials and passing on increased
costs by increasing its prices, no assurances can be given as to the
Company's future success in limiting material price increases or that it will
be able to fully reflect any material price increases in the prices it charges
its customers or fully offset such price increases through improved
efficiencies.
FINANCIAL CONDITION
FISCAL 1995 The Company generated positive cash flow from operating activities
of $20,166,000 comprised principally of net income, depreciation and
amortization, and an increase in accounts payable (collectively aggregating
$23,469,000), net of increases in inventory ($1,372,000) and prepaid expenses
($1,727,000). In order to maintain the Company's commitment to prompt delivery
of product to its customers, inventory increased by 7.5% compared to 1994
levels. Prepaid expenses increased 37.1% due primarily to expenditures for
product catalogs and sales literature associated with new product introductions
for 1996. The Company used the net cash provided from operating activities to
finance capital expenditures of $3,708,000, increase its investment portfolio
by $7,933,000, repurchase 67,500 shares of its outstanding common stock
($1,034,000) and pay dividends of $5,546,000, which reflected an increase in
the quarterly dividend rate to $.08 per share for the third and fourth quarters
of the year from $.07 per share for the first and second quarters of the year.
On November 1, 1995 the Board of Directors authorized the purchase by the
Company of up to 1,000,000 shares of its outstanding common stock. The
authorization is effective for a 12-month period.
The following sentences are forward-looking statements regarding the
Company's completion of its proposed new factory and corporate office
facility in Des Plaines, Illinois and are accompanied by the cautionary
language set forth below.
Due to general delays in the design phase of the Company's proposed new
factory and corporate office facility in Des Plaines, Illinois, the Company
currently anticipates completing construction in the second half of 1997.
Although the Company has not entered into a contract or approved a final
plan and therefore no assurances can be given, the Company estimates that
the construction cost of the building will range between $19.0 and $22.0
million. The new facility will be financed out of existing corporate funds.
<PAGE> 14
The preceding forward-looking statements involve risks and uncertainties
including variations in project cost and timing inherent in commercial
construction projects. Accordingly, no assurance can be given that the
estimated time table or actual costs for completion of the facility will
not differ materially from such estimates. The Company has no obligation
to update these forward-looking statements.
FISCAL 1994 The Company generated positive cash flow from operating
activities of $22,902,000 comprised principally of net income, depreciation and
amortization, and an increase in accrued liabilities (collectively aggregating
$27,114,000), net of increases in accounts receivable ($2,640,000) and
inventory ($2,188,000). Accounts receivable increased 13.6% in support of the
higher sales levels compared to fiscal 1993. In order to generate higher sales
volumes and to maintain the Company's commitment to prompt delivery of product
to its customers, inventory increased by 13.7% compared to 1993 levels. The
Company used the net cash provided from operating activities to finance capital
expenditures of $4,416,000, increase its investment portfolio by $11,023,000
and pay dividends of $4,788,000, which reflected an increase in the quarterly
dividend rate to $.07 per share for the third and fourth quarters of the year
from $.06 per share for the first and second quarters of the year.
In September 1994, the Company completed construction of a 47,000 square
foot distribution facility near Toronto, Canada to replace its 25,000 square
foot leased facility. The construction cost of the building was $1,704,000
U.S. and was financed out of existing corporate funds.
FISCAL 1993 During the year ended November 30, 1993 the Company generated
positive cash flow from operating activities of $16,374,000, comprised
principally of net income plus depreciation and amortization ($20,411,000) net
of increases in accounts receivable ($1,867,000) and inventory ($2,750,000).
Accounts receivable increased 11.2% which is at a rate closely correlated to
the increase in sales volume. Inventory increased 20.7% in order for the
Company to meet its commitment of prompt delivery of product to its customers.
The Company used the net cash provided from operating activities to finance
$10,051,000 of capital expenditures during the year. Included in this amount
were the following projects:
(1) In March, 1993, the Company purchased an approximately 33 acre site in
Des Plaines, Illinois for approximately $5,100,000. This site will be the
location of a new factory and corporate office facility (of approximately
525,000 square feet) to replace its current Des Plaines, Illinois facility. In
June, 1993, the Company completed the process of demolishing a 130,000 square
foot building on the site at a cost of approximately $250,000. When the new
facility is occupied, the Company plans to sell the three buildings (350,000
square feet) it currently occupies in Des Plaines, Illinois.
(2) In May, 1993, the Company purchased 4 acres of land near Toronto, Canada
at a cost of approximately $665,000 U.S.
(3) In August, 1993, the Company completed construction of a 44,700 square
foot distribution facility near Atlanta, Georgia to replace its 24,000 square
foot leased facility. The construction cost of the building was $942,000.
During the year, the Company paid dividends of $4,044,000 which reflects an
increase in the quarterly dividend rate to $.06 per share for the third and
fourth quarters of the year from $.05 per share for the first and second
quarters of the year.
<PAGE> 15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Page
- ---------------------------------------------------- ------
Index to Financial Statements
Financial Statements:
Report of Independent Accountants 16
Consolidated Statements of Income for the
three years ended November 30, 1995 17
Consolidated Balance Sheets at November 30,
1995 and 1994 18-19
Consolidated Statements of Stockholders'
Equity for the three years ended
November 30, 1995 20
Consolidated Statements of Cash Flows for the
three years ended November 30, 1995 21
Notes to Consolidated Financial Statements 22-28
Financial Statement Schedule:
For the three years ended November 30, 1995
Valuation and Qualifying Accounts 38
<PAGE> 16
Report of Independent Accountants
---------------------------------
To the Board of Directors and
Stockholders of Juno Lighting, Inc.
In our opinion, the accompanying consolidated balance sheets and
the related consolidated statements of income, of stockholders'
equity and of cash flows present fairly, in all material
respects, the financial position of Juno Lighting, Inc. and its
subsidiaries at November 30, 1995 and 1994, and the results of
their operations and their cash flows for each of the three years
in the period ended November 30, 1995, in conformity with
generally accepted accounting principles. These financial
statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
PRICE WATERHOUSE LLP
Chicago, Illinois
January 16, 1996
<PAGE> 17
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
<CAPTION>
(In thousands except per share data)
Year ended November 30, 1995 1994 1993
<S> <C> <C> <C>
Net Sales $126,364 $126,777 $109,098
Cost of sales 65,085 61,228 53,237
-------- -------- --------
Gross profit 61,279 65,549 55,861
Selling, General and Administrative 33,634 31,895 29,616
-------- -------- --------
Operating income 27,645 33,654 26,245
-------- -------- --------
Other income (expense):
Interest expense (374) (320) (306)
Interest and dividend income 3,633 2,983 2,695
Miscellaneous 10 49 (161)
-------- -------- --------
Total other income 3,269 2,712 2,228
-------- -------- --------
Income before taxes on income 30,914 36,366 28,473
Taxes on income 10,940 13,459 10,260
-------- -------- --------
Net income $19,974 $22,907 $18,213
======== ======== ========
Net income per common share $ 1.08 $ 1.23 $ .98
Average number of common shares outstanding 18,563,341 18,549,662 18,530,215
See notes to consolidated financial statements.
</TABLE>
<PAGE> 18
CONSOLIDATED BALANCE SHEET
(in thousands)
November 30, 1995 1994
- ------------ --------- --------
Assets
Current:
Cash 6,519 4,605
Marketable securities 62,315 53,841
Accounts receivable, less allowance for doubtful 19,455 19,673
accounts of $854,000 and $781,000
Inventories 19,583 18,211
Prepaid expenses and miscellaneous 5,037 3,675
-------- --------
Total current asset 112,909 100,005
-------- --------
Property and equipment:
Land 8,719 8,719
Building and improvements 20,971 20,712
Tools and dies 4,866 4,076
Machinery and equipment 4,584 3,694
Computer equipment 1,158 942
Office furniture and equipment 1,620 1,482
Construction-in-process 2,185 947
-------- --------
44,103 40,572
Less accumulated depreciation (11,727) ( 9,377)
-------- --------
Net property and equipment 32,376 31,195
-------- --------
Other assets:
Marketable securities 10,347 9,861
Goodwill and other intangibles,
net of accumulated amortization of
$1,690,000 and $1,432,000 4,335 4,593
Miscellaneous 122 102
-------- --------
Total other assets 14,804 14,556
-------- --------
Total assets $160,089 $145,756
======== ========
<PAGE> 19
CONSOLIDATED BALANCE SHEET (CONT'D)
(in thousands)
November 30, 1995 1994
- ------------ -------- --------
Liabilities
Current:
Accounts payable $ 4,129 $ 3,419
Accrued liabilities 6,028 6,682
Current maturities of long-term debt 458 453
-------- --------
Total current liabilities 10,615 10,554
-------- --------
Long-term debt, less current maturities 5,976 6,404
-------- --------
Deferred income taxes payable 2,130 2,050
-------- --------
Commitments
Stockholders' Equity
Common stock, $.01 par value; 50,000,000 shares
authorized, 18,511,112 and 18,457,112
shares issued. 185 185
Paid-in capital 4,415 3,922
Cumulative marketable securities valuation
adjustment 661 -
Cumulative (loss) on foreign currency translation (201) (273)
Retained earnings 137,342 122,914
-------- --------
142,402 126,748
Less: Treasury stock, at cost; 67,500 shares (1,034) -
-------- --------
Total stockholders' equity 141,368 126,748
-------- --------
Total liabilities and stockholders' equity $160,089 $145,756
======== ========
See notes to consolidated financial statements.
<PAGE> 20
<TABLE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>
(in thousands)
Years ended November 30,
1993, 1994 and 1995 Cumulative Cumulative
Marketable Gain (Loss)
Common Stock Securities on Foreign
Amount Paid-In Valuation Currency Retained Treasury
$.01 PAR Capital Adjustment Translation Earnings Stock Total
-------- ------- ----------- ------------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 1, 1992 $184 $3,105 $ - $ (83) $90,626 $ - $93,832
Exercise of stock options 67 - - - - 67
Net income for 1993 - - - - 18,213 - 18,213
(Loss) on foreign currency
translation - - - (91) - - (91)
Cash dividend
($0.22 per share) - - - - (4,044) - (4,044)
-------- ------- ---------- ----------- ---------- -------- --------
Balance, November 30, 1993 184 3,172 - (174) 104,795 - 107,977
Exercise of stock options 1 542 - - - - 543
Tax benefit of stock options
exercised - 208 - - - - 208
Net income for 1994 - - - - 22,907 - 22,907
(Loss) on foreign currency
translation - - - (99) - - (99)
Cash dividend ($0.26 per share) - - - - (4,788) - (4,788)
-------- ------- ---------- ----------- ---------- -------- --------
Balance, November 30, 1994 185 3,922 - (273) 122,914 - 126,748
Effect of SFAS 115
Adoption - - (1,011) - - - (1,011)
Treasury Stock purchased - - - - - (1,034) (1,034)
Exercise of stock options - 397 - - - - 397
Tax benefit of stock
options exercised - 96 - - - - 96
Net income for 1995 - - - - 19,974 - 19,974
Gain on foreign currency
translation - - - 72 - - 72
Cash dividend ($0.30 per share) - - - - (5,546) - (5,546)
Change in unrealized
holding gains - - 1,672 - - - 1,672
-------- ------- ---------- ---------- ---------- -------- ---------
Balance, November 30, 1995 $185 $4,415 $ 661 $(201) $137,342 $(1,034) $141,368
======== ======= ========== ========== ========== ========= =========
See notes to financial statements.
</TABLE>
<PAGE> 21
CONSOLIDATED STATEMENTS OF CASH FLOW
(in thousands)
Year ended November 30, 1995 1994 1993
------- ------- -------
Net income $19,974 $22,907 $18,213
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 2,785 3,211 2,198
Increase in allowance for doubtful accounts 73 185 33
Deferred income taxes 79 (121) (118)
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 215 (2,640) (1,867)
(Increase) in inventory (1,372) (2,188) (2,750)
(Increase) decrease in prepaid expenses (1,727) 197 48
(Increase) decrease in other assets (19) (8) 33
Increase (decrease) in accounts payable 710 363 (810)
(Decrease) increase in accrued liabilities (552) 996 1,394
------- ------- -------
Net cash provided by operating activities 20,166 22,902 16,374
------- ------- -------
Cash flows provided by (used in) investing activities:
Purchases of marketable securities (47,741) (44,841) (53,648)
Proceeds from sales of marketable securities 39,808 33,818 53,427
Capital expenditures (3,708) (4,416) (10,051)
-------- -------- --------
Net cash used in investing activities (11,641) (15,439) (10,272)
-------- -------- --------
Cash flows provided by (used in) financing activities:
Principal payments on long-term debt (428) (453) (448)
Purchase of Treasury Stock (1,034) - -
Dividends paid (5,546) (4,788) (4,044)
Proceeds from exercise of stock options 397 543 67
-------- ------- -------
Net cash (used in) financing activities (6,611) (4,698) (4,425)
-------- ------- -------
Net increase in cash 1,914 2,765 1,677
Cash at beginning of year 4,605 1,840 163
-------- ------- --------
Cash at end of year $ 6,519 $ 4,605 $ 1,840
======== ======= ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 360 $ 319 $ 294
Income Taxes $ 11,670 $13,081 $10,884
======== ======= =======
See notes to consolidated financial statements.
<PAGE> 22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Juno Lighting, Inc.
Summary of Significant Accounting Policies
NATURE OF THE BUSINESS Juno Lighting, Inc. (the "Company") is a specialist in
the design, manufacture and marketing of track and recessed lighting fixtures
for commercial and residential use primarily in the United States.
PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries. All material
intercompany accounts and transactions have been eliminated.
PERVASIVENESS OF ESTIMATES The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
MARKETABLE SECURITIES At November 30, 1994, current and non-current securities
were carried at amortized cost. 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."
Consistent with the provisions of SFAS 115, the Company has classified its
current and non-current securities as available-for-sale and reported them at
their estimated market values, which have been determined based upon published
market quotes. Unrealized gains and losses relating to available-for-sale
securities are considered to be temporary and therefore are excluded from
earnings and recorded as a separate component of stockholders' equity until
realized. Realized gains and losses on sales of marketable securities are
computed using the specific identification method.
INVENTORIES Inventories are valued at the lower of cost (first-in, first-out)
or market.
PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation
is computed over estimated useful lives using the straight-line method for
financial reporting purposes and accelerated methods for income tax reporting.
Depreciation expense in 1995 and 1994 amounted to approximately $2,527,000 and
$2,894,000 respectively.
Useful lives for property and equipment are as follows:
Buildings and improvements 20 - 40 years
Tools and dies 5 years
Machinery and equipment 7 years
Computer equipment 5 years
Office furniture and equipment 5 years
GOODWILL Goodwill is amortized using the straight-line method over a forty year
period.
<PAGE> 23
INCOME TAXES The Company uses the asset and liability approach under which
deferred taxes are provided for temporary differences between the financial
reporting and income tax bases of assets and liabilities based on enacted tax
laws and rates applicable to the periods in which the differences are expected
to affect taxable income.
RESEARCH AND DEVELOPMENT The Company spent approximately $3,685,000,
$3,119,000 and $2,625,000 on research, development and testing of new
products and development of related tooling in fiscal 1995, 1994 and
1993 respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS At November 30, 1995, the Company's
marketable securities are recorded at market value. The carrying amount
of the Company's other financial instruments approximates their estimated
fair value based upon market prices for the same or similar type of
financial instruments.
FOREIGN CURRENCY TRANSLATION The financial statements of the Company's Canadian
subsidiary have been translated in accordance with the provisions of Statement
of Financial Accounting Standards No. 52, "Foreign Currency Translation."
EARNINGS PER SHARE Earnings per share are computed based on the weighted
average number of shares of common stock and common stock equivalents (stock
options) outstanding. Share and per share information have been adjusted for
all stock splits.
NEW ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board (FASB)
has issued Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of," which establishes a new standard for accounting for the
impairment of long-lived assets and certain identifiable intangibles. This
Statement is effective for the Company in fiscal year 1997. Management does
not believe that the adoption of SFAS 121 will be material to the Company's
financial position or results of operations.
The FASB has also issued SFAS No. 123, "Accounting for Stock-Based
Compensation," which establishes an alternative to the Company's current
accounting for compensation associated with stock issued to employees. This
Statement is effective for the Company in fiscal year 1997. Management does not
intend to adopt the alternative methods of measuring compensation expense
related to stock options allowed by SFAS No. 123. Accordingly, adoption of this
Statement will only require the Company to include additional footnote
disclosure in its financial statements relevant to stock based compensation.
<PAGE> 24
MARKETABLE SECURITES Marketable securities consist principally of tax exempt
municipal bonds. The aggregate market value of such securities totalled
approximately $62,098,000 at November 30, 1994. Net realized gains in 1994 and
1993 were not significant. The amortized cost of available-for-sale securities
approximated the estimated market value of such securities at November 30, 1995;
gross unrealized holding gains and losses were not significant.
The estimated market value of available-for-sale securities at November 30,
1995, by contractual maturity, are shown below. Actual maturities may differ
from contractual maturities as issuers have the right to call or prepay certain
of these securities.
(in thousands)
Maturity Market Value
-------- ------------
Within one year $19,368
After one through ten years 40,679
Over ten years 7,112
Not due at a single maturity date 5,503
-------
$72,662
=======
Gross realized gains and losses on sales were not material.
INVENTORIES
Inventories consist of the following:
(in thousands)
November 30, 1995 1994
- ------------ ------- -------
Finished goods $ 7,280 $ 7,548
Raw materials 12,303 10,663
------- -------
Total $19,583 $18,211
======= =======
Work in process inventories are not significant in amount and are included in
finished goods.
<PAGE> 25
ACCRUED LIABILITIES
Accrued liabilities consist of the following:
(in thousands)
November 30, 1995 1994
------- -------
Compensation and benefits $ 2,797 $ 2,877
Current income taxes 715 1,343
Promotional programs 1,103 1,127
Real estate taxes 931 844
Commissions 318 402
Other 164 89
------- -------
Total $ 6,028 $ 6,682
======= =======
LONG-TERM DEBT
Long-term debt consists of the following:
(in thousands)
November 30, 1995 1994
------- -------
Industrial Development Revenue
Bond, payable $17,708 per month plus interest
at 65% of prime through December 1996, and a final
payment of approximately $1,270,000 in January 1997. $ 1,505 $ 1,700
Industrial Development Revenue
Bond, payable $11,667 per month plus interest at 67%
of prime through July 2004. 1,214 1,342
Industrial Development Revenue
Bond, payable in escalating installments through December
2016, plus interest at a variable rate, generally
approximating 67% of prime. 3,715 3,815
------- -------
$ 6,434 $ 6,857
Less current maturities 458 453
------- -------
Total long-term debt $ 5,976 $ 6,404
======= =======
The aforementioned bonds are collateralized by certain land, buildings, and
machinery and equipment. The aggregate amounts of existing long-term debt
maturing in each of the next five years are as follows:
1996 - $458,000; 1997 - $1,525,000; 1998 - $255,000; 1999 - $260,000;
2000 - $265,000
<PAGE> 26
TAXES ON INCOME
Provisions for federal and state income taxes in the consolidated statements of
income are comprised of the following:
(in thousands)
November 30, 1995 1994 1993
------- ------- -------
Current:
Federal $ 9,086 $11,207 $ 8,566
State 1,982 2,373 1,812
------- ------- -------
11,068 13,580 10,378
------- ------- -------
Deferred:
Federal (118) (103) (105)
State (10) (18) (13)
------- ------- -------
(128) (121) (118)
------- ------- -------
Total taxes on income $10,940 $13,459 $10,260
======= ======= =======
Deferred tax assets (liabilities) are comprised of the following:
(in thousands)
November 30, 1995 1994
------ ------
Reserves for doubtful accounts $ 319 $ 280
Inventory costs capitalized for tax purposes 412 384
Compensation and benefits 581 452
Accrued advertising 100 90
------- -------
Deferred tax assets 1,412 1,206
------- -------
Depreciation (1,808) (1,922)
Prepaid health and welfare costs (240) (240)
Basis difference of acquired assets (114) (128)
Real estate taxes (204) -
Unrealized holding gains (366) -
------- -------
Deferred tax liabilities (2,732) (2,290)
------- -------
Net deferred tax liability $(1,320) $(1,084)
======= =======
<PAGE> 27
The following summary reconciles taxes at the federal statutory tax rate to the
Company's effective tax rate:
November 30, 1995 1994 1993
---- ---- ----
Income taxes at statutory rate 35.0% 35.0% 34.9%
Dividend exclusion and municipal interest (3.8) (2.8) (3.2)
State and local taxes, net of federal income
tax benefit 4.1 4.3 4.1
Other .1 .5 .2
---- ----- ----
Effective tax rate 35.4% 37.0% 36.0%
==== ==== ====
STOCK OPTION PLAN
The Company has a stock option plan (the "Plan") which provides for the granting
of stock options or stock appreciation rights ("SARs") to certain key employees,
including officers. The Plan is designed so that options granted thereunder at
100% of the fair value of the common stock at date of grant may, under certain
circumstances, be treated as "incentive stock options" as defined in Section 422
of the Internal Revenue Code as amended. Under the Plan, up to 600,000 shares
of the Company's common stock may be issued upon the exercise of stock options,
and SARs may be granted with respect to up to 600,000 shares of the Company's
common stock. The per-share option price for options granted under the Plan may
not be less than 100% of the fair market value of the Company's common stock on
the date of grant. The following summarizes the options granted, exercised and
outstanding:
(in thousands)
November 30, 1995 1994 1993
------ ------ ------
Options outstanding beginning of year 360 248 260
Granted 146 189 -
Cancelled (6) (4) (2)
Exercised (55) (73) (10)
----- ----- -----
Options outstanding at end of year 445 360 248
===== ===== =====
Options exercisable at end of year 140 110 134
----- ----- -----
Exercise price per share for options exercised $ 7.25 $7.25 $7.25
and exercisable to to to
during the year $19.63 $9.63 $9.63
All options issued were granted at 100% of the fair market value of the
Company's common stock on the date of grant and are exercisable up to 20% per
year commencing on the first anniversary date of grant and will expire no later
than ten years from the date of grant. Options outstanding as of November 30,
1995 had an average exercise price of $14.53 per share and will expire at
various dates between November 26, 1996 and October 26, 2005.
<PAGE> 28
PROFIT SHARING PLAN
The Company has a profit sharing plan pursuant to Section 401(k) of the Internal
Revenue Code, whereby participants may contribute a percentage of compensation,
but not in excess of the maximum allowed under the Code. The plan provides for
a matching contribution by the Company which amounted to approximately $163,000,
$158,000 and $141,000 in 1995, 1994 and 1993, respectively. In addition, the
Company may make additional contributions at the discretion of the Board of
Directors. The Board authorized additional contributions of $558,000, $628,000
and $562,000 in 1995, 1994 and 1993, respectively.
COMMON SHARES
Pursuant to a dividend distribution declared by the Board of Directors in 1989,
each common share outstanding has one non-voting common share purchase right.
The rights, which are exercisable only under certain conditions, entitle the
holder to purchase common shares at prices specified in the Rights Agreement.
These rights expire on August 3, 1999.
COMMITMENTS ANC CONTINGENCIES
Total minimum rentals under noncancelable operating leases for distribution
warehouse space and equipment at November 30, 1995 are as follows:
November 30, (in thousands)
- ------------ --------------
1996 $ 940
1997 580
1998 406
1999 329
2000 256
------
Total $2,511
======
Total rent expense charged to operations amounted to approximately $760,000,
$777,000 and $814,000 for the years ended November 30, 1995, 1994 and 1993
respectively.
In the ordinary course of business, there are various claims and lawsuits
brought by or against the Company. In the opinion of management, the ultimate
outcome of these matters will not materially affect the Company's operations or
financial position.
<PAGE> 29
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
A summary of selected quarterly information for 1995 and 1994 is as follows:
(in thousands except per share amounts)
1995 Quarter Ended Feb. 28 May 31 Aug. 31 Nov. 30 Total*
- --------------------------------------------------------------------------------
Net Sales $31,502 $33,258 $31,120 $30,484 $126,364
Gross Profit 15,558 16,287 14,341 15,094 61,279
Net Income 5,343 5,271 4,374 4,985 19,974
- --------------------------------------------------------------------------------
Net Income Per Common Share $ .29 $ .28 $ .24 $ .27 $ 1.08
================================================================================
(in thousands except per share amounts)
1994 Quarter Ended Feb. 28 May 31 Aug. 31 Nov. 30 Total*
- --------------------------------------------------------------------------------
Net Sales $27,678 $33,316 $34,232 $31,550 $126,777
Gross Profit 14,188 17,356 17,142 16,863 65,549
Net Income 4,763 6,120 6,159 5,865 22,907
- --------------------------------------------------------------------------------
Net Income Per Common Share $ .26 $ .33 $ .33 $ .32 $ 1.23
================================================================================
*Due to rounding differences, the totals for the fiscal years ended
November 30, 1995 and 1994 may not equal the sum of the respective items for the
four quarters then ended.
<PAGE> 30
ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to the directors of the Company will be set forth in
the Proxy Statement and is incorporated herein by this reference.
Information regarding the Executive Officers of the Company is set forth in
Part I of this Form 10-K on pages 8 and 9.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will be set forth in the Proxy
Statement and is incorporated herein by this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this Item will be set forth in the Proxy
Statement and is incorporated herein by this reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Fremont, Mr. Tomsovic and Mr. Giedt are members of the Board and are
executive officers of the Company. Mr. Lewis is a Board member and an
officer of the Company but not an executive officer. Other than the
Compensation Committee members and Mr. Fremont, who attends meetings of the
Compensation Committee at the request of the Compensation Committee and
makes recommendations regarding the compensation level of executive officers
other than himself, no current of former officer or employee of the Company
or its subsidiaries participated in the deliberations of the Board concerning
executive compensation during fiscal year ended November 30, 1995. Mr. Lewis
is a partner of the law firm of Sonnenschein Nath & Rosenthal, which provided
legal services to the Company in the fiscal year ended November 30, 1995,
and Mr. Ball is the Chairman of Philpott, Ball & Co., an investment banking
firm which provided investment banking services to the Company in such
fiscal year.
In June of 1995, Ronel W. Giedt, President and Chief Operating Officer
of Juno and a member of Juno's Board of Directors, received a loan in the
aggregate amount of $400,000 for temporary financing of his purchase of a
new residence. The loan is interest-free and is payable on demand. As of
February 15, 1996, the amount of the loan outstanding was $176,000.
<PAGE> 31
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
14(a)(1). Financial Statements - Appear as part of Item 8 of this
Form 10-K.
Supplementary Data
The supplementary data required by Item 302 of Regulation S-K
is contained on page 29 of this Annual Report on form 10-k.
Report of Independent Accountants
The Report of the Company's Independent Accountants, Price
Waterhouse LLP, dated January 16, 1996, on the consolidated
financial statements as of and for the fiscal years ended
November 30, 1995, November 30, 1994 and November 30, 1993,
is filed as a part of this Annual Report on Form 10-K
on page 16.
14(a)(2). Financial Statement Schedule:
The following financial statement schedule is submitted in
response to this Item 14(a)2 on page 38 of this Annual Report on
Form 10-K.
Schedule VIII - Valuation and Qualifying Accounts and Reserves.
Report of Independent Accountants Relating to Schedule.
-------------------------------------------------------
The Report of the Company's Independent Accountants, Price
Waterhouse LLP, on the financial statement schedule, insofar
as the information therein relates to November 30, 1995 and
November 30, 1994 and the fiscal years then ended, is filed as
a part of this Annual Report on Form 10-K on page 32.
Schedules other than those noted above have been omitted
because they are either inapplicable or the information is
contained elsewhere in the Annual Report.
<PAGE> 32
Report of Independent Accountants on
------------------------------------
Financial Statement Schedule
----------------------------
To the Board of Directors
of Juno Lighting, Inc.
Our audits of the consolidated financial statements of Juno
Lighting, Inc. referred to in our report dated January 16, 1996,
appearing on page 16 of this 1995 Annual Report on Form 10-K, also
included an audit of the Financial Statement Schedule listed in
Item 14 (a) (2). In our opinion, the Financial Statement Schedule
presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related
consolidated financial statements.
PRICE WATERHOUSE LLP
Chicago, Illinois
January 16, 1996
<PAGE> 33
14(a)(3). Exhibits
(i) The following exhibits are filed herewith:
11.1 Computations of Net Income Per Common
Share.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Price Waterhouse.
(ii) The following exhibits are incorporated herein by
reference or have been previously reported:
3.1 Certificate of Incorporation, as amended,
of Juno Lighting, Inc. filed as
Exhibit 3.1 to the Company's Report on
Form 10-Q (SEC File No. 0-11631) for the
quarter ended May 31, 1987.
3.1(a) Amendment to Certificate of Incorporation of
Juno Lighting, Inc. filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K
(SEC File No. 0-11631) for the fiscal year ended
November 30, 1990.
3.2 By-Laws of Juno Lighting, Inc., as
amended, filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K (SEC
File No. 0-11631) for the fiscal year
ended November 30, 1987.
3.2(a) Amendment to By-Laws of Juno Lighting,Inc. filed as
Exhibit 3.1 to the Company's quarterly report on
Form 10-Q (SEC File No. 0-11631) for the quarter
ended May 31, 1991.
10.1 Juno Lighting, Inc. 1993 Stock Option
Plan, as amended, filed as Exhibit 10.1 to
the Company's quarterly report on Form
10-Q (SEC File No. 0-11631) for the
quarter ended May 31, 1994.
10.2 Loan Agreement dated as of December 1,
1991 by and between Juno Lighting, Inc.
and the Indiana Development Finance
Authority. Filed as Exhibit 10.1 to the
Company's Annual Report on Form 10-K (SEC
File No. 0-11631) for the fiscal year
ended November 30, 1992.
<PAGE> 34
10.2(a) Trust Indenture dated as of December 1,
1991 by and between the Indiana
Development Finance Authority and First
Wisconsin Trust Company, as Trustee, with
respect to Industrial Development Revenue
Bonds, Series 1991 (Juno Lighting, Inc.
Project). Filed as Exhibit 10.1(a) to the
Company's Annual Report on Form 10-K (SEC
File No. 0-11631) for the fiscal year
ended November 30, 1992.
10.3 Agreement among Juno Lighting, Inc., the
City of Des Plaines and American National
Bank and Trust Company of Chicago. Filed
as Exhibit 10.1 to the Company's
Registration Statement on Form S-1, made
effective September 1, 1983 (Registration
No. 2-85267).
10.4 Stock Option Plan, as amended, filed as
Exhibit 10.1 to the Company's Annual
Report on Form l0-K (SEC File No. 0-11631)
for the fiscal year ended November 30, 1983.
10.4(a) First Amendment to Juno Lighting, Inc.
Stock Option Plan dated April 9, 1986,
filed as Exhibit 10.2(a) to the Company's
Annual Report on Form 10-K (SEC File
No. 0-11631) for the fiscal year ended
November 30, 1986.
10.4(b) Third Amendment to Juno Lighting, Inc.
Stock Option Plan dated May 6, 1987, filed
as Exhibit 10.2(b) to the Company's Annual
Report on Form 10-K (SEC File No. 0-11631)
for the fiscal year ended November 30, 1987.
10.4(c) Fourth Amendment to Juno Lighting, Inc.
Stock Option Plan dated September 24,
1987, filed as Exhibit 10.2(c) to the
Company's Annual Report on Form 10-K (SEC
File No. 0-11631) for the fiscal year
ended November 30, 1987.
<PAGE> 35
10.4(d) Fifth Amendment to Juno Lighting, Inc.
Stock Option Plan dated December 13, 1988,
filed as Exhibit 10.2(d) to the Company's
Annual Report on Form 10-K (SEC File
No. 0-11631) for the fiscal year ended
November 30, 1988.
10.4(e) Juno Lighting, Inc. 1993 Stock Option
Plan, as amended, filed as Appendix A to
the Company's Proxy Statement (SEC File
No. 0-11631) filed with the Securities and
Exchange Commission on March 8, 1994.
10.5 Agreement dated as of July 1, 1984 among
Juno Lighting, Inc., the City of Des
Plaines, Illinois and American National
Bank and Trust Company of Chicago. Filed
as Exhibit 10.1(b) to the Company's
Registration Statement on Form S-1, made
effective December 13, 1984 (Registration
No. 2-94147).
10.6 Juno Lighting, Inc. 401(K) Plan, Amended and
Restated effective December 1, 1987,
executed June 1, 1994.
10.6(a) Juno Lighting, Inc. 401(K) Trust, effective
December 1, 1985, executed June 1, 1994.
10.6(b) Amendment to Juno Lighting, Inc. 401(K) Plan,
effective September 1, 1994, executed
September 12, 1994.
10.7 Juno Lighting, Inc. Rights Agreement dated
as of August 3, 1989 between Juno
Lighting, Inc. and the First National Bank
of Chicago, as Rights Agent, filed as
Exhibit 1 to the Company's Current Report
on Form 8-K (SEC File No. 0-11631) filed
with the Securities and Exchange
Commission on August 9, 1989.
10.7(a) First Amendment to Juno Lighting, Inc.
Rights Agreement dated as of June 17, 1991
between Juno Lighting, Inc. and The First
National Bank of Chicago, as Rights Agent,
filed as Exhibit 10.5(a) to the Company's
Annual Report on Form 10-K (SEC File
No. 0-11631) for the fiscal year ended
November 30, 1991.
<PAGE> 36
10.7(b) Second Amendment to Juno Lighting, Inc.
Rights Agreement dated as of June 17, 1991
between Juno Lighting, Inc. and The First
Chicago Trust Company of New York, as
successor Rights Agent to The First
National Bank of Chicago, filed as
Exhibit 1 to the Company's Current Report
on Form 8-K (SEC File No. 0-11631) filed
with the Securities and Exchange
Commission on July 17, 1991.
16.1 The information has been previously
reported in a Form 8 dated May 21, 1992
filed by the Company with the Securities
and Exchange Commission on May 22, 1992
(SEC File No. 0-11631).
14(b) Reports on Form 8-K
No reports on Form 8-K for the three months ended
November 30, 1995 were filed by the Company with the
Securities and Exchange Commission.
<PAGE> 37
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on February 26, 1996.
JUNO LIGHTING, INC.
By: /s/Robert S. Fremont
--------------------
Robert S. Fremont
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934 this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
Signatures Title Date
---------- ----- ----
/s/Robert S. Fremont Director and Chief February 26, 1996
- --------------------
Robert S. Fremont Executive Officer
/s/Ronel W. Giedt Director, President and February 26, 1996
- ----------------- Chief Operating Officer
Ronel W. Giedt
/s/George J. Bilek Vice President, Finance February 26, 1996
- ------------------ and Treasurer (Principal
George J. Bilek Financial and Accounting
Officer)
/s/Thomas W. Tomsovic Director February 26, 1996
- ---------------------
Thomas W. Tomsovic
/s/Julius Lewis Director February 26, 1996
- ---------------------
Julius Lewis
/s/Allan Coleman Director February 26, 1996
- ---------------------
Allan Coleman
/s/George M. Ball Director February 26, 1996
- ---------------------
George M. Ball
<PAGE> 38
<TABLE>
JUNO LIGHTING, INC. AND SUBSIDIARIES
<CAPTION>
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Column A Column B Column C Column D Column E Column F
Charged Other
Balance Charged charges
at to costs Deductions add (deduct) Balance
beginning and describe describe at end
Description of period expenses (a) (b) of period
Deducted from assets to which they
apply:
<S> <C> <C> <C> <C> <C>
Allowance for doubtful accounts:
Year ended November 30, 1995 781 399 327 1 854
Year ended November 30, 1994 596 397 210 (2) 781
Year ended November 30, 1993 562 353 321 2 596
____________________________________
NOTE:
(a) Write off of bad debts, less recoveries.
(b) Foreign currency translation.
</TABLE>
<PAGE> 39
EXHIBIT INDEX
Exhibit
Number Page
- ------- ----
The following exhibits are filed herewith:
11.1 Computations of Net Income Per Common Share. 42
21.1 Subsidiaries of the Registrant. 43
23.1 Consent of Price Waterhouse. 44
The following exhibits are incorporated herein by reference:
3.1 Certificate of Incorporation, as amended, of Juno ____
Lighting, Inc. filed as Exhibit 3.1 to the Company's
Report on Form 10-Q (SEC File No. 0-11631) for the
quarter ended May 31, 1987.
3.1(a) Amendment to Certificate of Incorporation of Juno ____
Lighting, Inc. filed as Exhibit 3.1 to the Company's
Annual Report on Form 10-K (SEC File No. 0-11631) for
the fiscal year ended November 30, 1990.
3.2 By-Laws of Juno Lighting, Inc., as amended, filed as ____
Exhibit 3.2 to the Company's Annual Report on Form
10-K (SEC File No. 0-11631) for the fiscal year ended
November 30, 1987.
3.2(a) Amendment to By-Laws of Juno Lighting, Inc. filed as ____
Exhibit 3.1 to the Company's quarterly report on
Form 10-Q (SEC File No. 0-11631) for the quarter ended
May 31, 1991.
10.1 Juno Lighting, Inc. 1993 Stock Option Plan, as amended, ____
filed as Exhibit 10.1 to the Company's quarterly report
on Form 10-Q (SEC File No. 0-11631) for the quarter
ended May 31, 1994.
10.2 Loan Agreement dated as of December 1, 1991 by and ____
between Juno Lighting, Inc. and the Indiana
Development Finance Authority. Filed as Exhibit 10.1
to the Company's Annual Report on Form 10-K (SEC File
No. 0-11631) for the fiscal year ended
November 30, 1992.
<PAGE> 40
Exhibit
Number Page
- ------- ----
10.2(a) Trust Indenture dated as of December 1, 1991 by and ____
between the Indiana Development Finance Authority and
First Wisconsin Trust Company, as Trustee, with
respect to Industrial Development Revenue Bonds, Series
1991 (Juno Lighting, Inc. Project). Filed as
Exhibit 10.1(a) to the Company's Annual Report on
Form 10-K (SEC File No. 0-11631) for the fiscal year
ended November 30, 1992.
10.3 Agreement among Juno Lighting, Inc., the City of ____
Des Plaines and American National Bank and Trust
Company of Chicago. Filed as Exhibit 10.1 to the
Company's Registration Statement on Form S-1, made
effective September 1, 1983 (Registration No. 2-85267).
10.4 Stock Option Plan, as amended, filed as Exhibit 10.1 ____
to the Company's Annual Report on Form l0-K (SEC File
No. 0-11631) for the fiscal year ended November 30, 1983.
10.4(a) First Amendment to Juno Lighting, Inc. Stock Option ____
Plan dated April 9, 1986, filed as Exhibit 10.2(a) to
the Company's Annual Report on Form 10-K (SEC File
No. 0-11631) for the fiscal year ended November 30, 1986.
10.4(b) Third Amendment to Juno Lighting, Inc. Stock Option ____
Plan dated May 6, 1987, filed as Exhibit 10.2(b) to
the Company's Annual Report on Form 10-K (SEC File
No. 0-11631) for the fiscal year ended November 30, 1987.
10.4(c) Fourth Amendment to Juno Lighting, Inc. Stock Option ____
Plan dated September 24, 1987, filed as Exhibit 10.2(c)
to the Company's Annual Report on Form 10-K (SEC File
No. 0-11631) for the fiscal year ended November 30, 1987.
10.4(d) Fifth Amendment to Juno Lighting, Inc. Stock Option ____
Plan dated December 13, 1988, filed as Exhibit 10.2(d)
to the Company's Annual Report on Form 10-K (SEC File
No. 0-11631) for the fiscal year ended November 30, 1988.
10.4(e) Juno Lighting, Inc. 1993 Stock Option Plan, as amended, ____
filed as Appendix A to the Company's Proxy Statement
(SEC File No. 0-11631) filed with the Securities and
Exchange Commission on March 8, 1994.
<PAGE> 41
Exhibit
Number Page
- -------
10.5 Agreement dated as of July 1, 1984 among Juno ____
Lighting, Inc., the City of Des Plaines, Illinois and
American National Bank and Trust Company of Chicago.
Filed as Exhibit 10.1(b) to the Company's Registration
Statement on Form S-1, made effective December 13, 1984
(Registration No. 2-94147).
10.6 Juno Lighting, Inc. 401(K) Plan, Amended and Restated
effective December 1, 1987, executed June 1, 1994.
10.6(a)Juno Lighting, Inc. 401(K) Trust, effective
December 1, 1985, executed June 1, 1994.
10.6(b)Amendment to Juno Lighting, Inc. 401(K) Plan, effective
September 1, 1994, executed September 12, 1994.
10.7 Juno Lighting, Inc. Rights Agreement dated as of ____
August 3, 1989 between Juno Lighting, Inc. and the
First National Bank of Chicago, as Rights Agent,
filed as Exhibit 1 to the Company's Current Report on
Form 8-K (SEC File No. 0-11631) filed with the Securities
and Exchange Commission on August 9, 1989.
10.7(a) First Amendment to Juno Lighting, Inc. Rights ____
Agreement dated as of June 17, 1991 between Juno
Lighting, Inc. and The First National Bank of Chicago,
as Rights Agent, filed as Exhibit 10.5(a) to the Company's
Annual Report on Form 10-K (SEC File No. 0-11631) for the
fiscal year ended November 30, 1991.
10.7(b) Second Amendment to Juno Lighting, Inc. Rights ____
Agreement dated as of June 17, 1991 between Juno
Lighting, Inc. and The First Chicago Trust Company of
New York, as successor Rights Agent to The First
National Bank of Chicago, filed as Exhibit 1 to the
Company's Current Report on Form 8-K (SEC File No. 0-11631)
filed with the Securities and Exchange Commission on
July 17, 1991.
16.1 The information has been previously reported in a ____
Form 8 dated May 21, 1992 filed by the Company with the
Securities and Exchange Commission on May 22, 1992
(SEC File No. 0-11631).
<PAGE> 42
Exhibit 11.1
JUNO LIGHTING, INC. AND SUBSIDIARIES
COMPUTATIONS OF NET INCOME PER COMMON SHARE
___________________________________________
1995 1994 1993
Average number of common shares
outstanding during the year 18,483,220 18,423,120 18,381,235
Common equivalents:
Shares issuable under
outstanding options 139,300 207,977 251,400
Shares which could have
been purchased based
on the average market
value for the period 59,179 81,435 102,420
----------- ----------- ----------
Shares for the portion of the
period that the options
were outstanding 80,121 126,542 148,980
----------- ----------- ----------
Average number of common and
common equivalent shares
outstanding during the
year 18,563,341 18,549 662 18,530,215
=========== =========== ===========
NET INCOME $19,974,262 $22,907,221 $18,212,603
NET INCOME PER COMMON SHARE $1.08 $1.23 $0.98
<PAGE> 43
Exhibit 21.1
SUBSIDIARIES OF JUNO LIGHTING, INC.
State or Jurisdiction
Name of Subsidiary of Incorporation
------------------ ---------------------
Indy Lighting, Inc. Indiana
Juno Lighting, Ltd. Canada
<PAGE> 44
Exhibit 23.1
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-87290) of Juno Lighting, Inc. of our report
dated January 16, 1996 appearing on page 16 of this Annual Report on Form 10-K
of Juno Lighting, Inc. for the fiscal year ended November 30, 1995. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 32 of this Form 10-K.
PRICE WATERHOUSE LLP
Chicago, Illinois
January 16, 1996
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<NAME> JUNO LIGHTING, INC.
<MULTIPLIER> 1,000
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0
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<COMMON> 185
<OTHER-SE> 141183
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