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
May 31, 1996
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)
847 - 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 18,455,912 common shares outstanding as of June 30, 1996.
<PAGE 2>
JUNO LIGHTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands)
May 31, November 30,
ASSETS 1996 1995
(Unaudited) (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 3 019 $ 6 519
Marketable securities 65 150 62 315
Accounts receivable, less
allowance for possible losses
of $1,029,000 and $854,000 21 990 19 455
Inventories at lower of cost or market 22 461 19 583
Prepaid expenses and miscellaneous 4 856 5 037
------- -------
TOTAL CURRENT ASSETS 117 476 112 909
------- -------
PROPERTY, PLANT AND EQUIPMENT,
less accumulated depreciation of
$13,190,000 and $11,727,000 33 054 32 376
------- -------
OTHER ASSETS:
Marketable securities 10 225 10 347
Goodwill and other intangibles, net
of accumulated amortization of
$1,794,000 and $1,690,000 4 231 4 335
Miscellaneous 75 122
------- -------
TOTAL OTHER ASSETS 14 531 14 804
------- -------
$ 165 061 $ 160 089
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 5 184 $ 4 129
Accrued liabilities 7 822 6 486
------- -------
TOTAL CURRENT LIABILITIES 13 006 10 615
------- -------
LONG-TERM DEBT & DEFERRED INCOME TAXES 6 588 8 106
------- -------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par, shares
authorized 50,000,000;
issued 18,559,612 & 18,511,112 186 185
Paid-in-capital 4 766 4 415
Cumulative marketable securities
valuation adjustment (233) 661
Cumulative loss on foreign
currency translation ( 257) ( 201)
Retained earnings 142 676 137 342
------- -------
147 138 142 402
Less Treasury Stock, at cost;
107,500 & 67,500 shares ( 1 671) ( 1 034)
------- -------
TOTAL STOCKHOLDERS' EQUITY $ 145 467 $ 141 368
------- -------
$ 165 061 $ 160 089
======= =======
(See Notes To Consolidated Financial Statements)
<PAGE 3>
JUNO LIGHTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per
Share Amounts)
Three Months Ended
--------------------------
May 31, May 31,
1996 1995
(Unaudited) (Unaudited)
NET SALES $ 35 044 $ 33 258
COST OF SALES 18 094 16 971
------- -------
Gross profit 16 950 16 287
SELLING, GENERAL AND ADMINISTRATIVE 9 581 8 860
------- -------
Operating income 7 369 7 427
OTHER INCOME 900 816
------- -------
Income before taxes on income 8 269 8 243
TAXES ON INCOME 2 942 2 972
------- -------
NET INCOME $ 5 327 $ 5 271
======= =======
NET INCOME PER COMMON SHARE $0.29 $0.28
===== =====
(See Notes To Consolidated Financial Statements)
<PAGE 4>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per
Share Amounts)
Six Months Ended
--------------------------
May 31, May 31,
1996 1995
(Unaudited) (Unaudited)
NET SALES $ 63 229 $ 64 760
COST OF SALES 34 180 32 916
------- -------
Gross profit 29 049 31 844
SELLING, GENERAL AND ADMINISTRATIVE 18 303 16 869
------- -------
Operating income 10 746 14 975
OTHER INCOME 1 876 1 600
------- -------
Income before taxes on income 12 622 16 575
TAXES ON INCOME 4 339 5 961
------- -------
NET INCOME $ 8 283 $ 10 614
======= =======
NET INCOME PER COMMON SHARE $0.45 $0.57
===== =====
(See Notes To Consolidated Financial Statements)
<PAGE 5>
JUNO LIGHTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(In Thousands)
Six Months Ended
May 31, 1996
(Unaudited)
RETAINED EARNINGS, beginning of period $ 137 342
CASH DIVIDEND ($0.16 per share) ( 2 949)
NET INCOME, six months ended 8 283
May 31, 1996
-------
RETAINED EARNINGS, end of period $ 142 676
=======
(See Notes To Consolidated Financial Statements)
<PAGE 6>
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(In Thousands)
Six Months Ended
---------------------------
May 31, May 31,
1996 1995
(Unaudited) (Unaudited)
CASH FLOWS PROVIDED BY (USED IN) OPERATING
ACTIVITIES:
Net income from continuing operations $ 8 283 $ 10 614
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation & amortization 1 567 1 441
Changes in assets and liabilities:
(Increase) in accounts
receivable ( 2 590) ( 2 289)
(Increase) in inventory ( 2 878) ( 1 311)
Decrease (Increase) in prepaid
expense 660 ( 296)
Decrease (Increase) in
other assets 47 ( 30)
Increase (Decrease) in accounts
payable and accrued expenses 1 206 ( 1 632)
(Decrease) in deferred taxes ( 102) ( 43)
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES: 6 193 6 454
--------- ---------
CASH FLOWS PROVIDED BY (USED IN) INVESTING
ACTIVITIES:
Capital expenditures ( 2 142) ( 1 838)
Purchases of marketable securities ( 26 389) ( 27 133)
Sales of marketable securities 22 301 25 988
--------- ---------
NET CASH (USED IN) INVESTING
ACTIVITIES ( 6 230) ( 2 983)
-------- --------
(Continued on Next Page)
<PAGE 7>
CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS (CONTINUED)
_________________________________
(In Thousands)
(6) Six Months Ended
---------------------------
May 31, May 31,
1996 1995
___________ ___________
(Unaudited) (Unaudited)
CASH FLOWS PROVIDED BY (USED IN) FINANCING
ACTIVITIES:
Purchase of Treasury Stock ( 637) -
Proceeds from exercise of stock
options 352 243
Dividend paid ( 2 949) ( 2 586)
Principal payments on long-term debt ( 229) ( 197)
___________ ___________
NET CASH (USED IN)
FINANCING ACTIVITIES ( 3 463) ( 2 540)
___________ ___________
NET (DECREASE) INCREASE IN CASH ( 3 500) 931
CASH AT BEGINNING OF PERIOD 6 519 4 605
___________ ___________
CASH AT END OF PERIOD $ 3 019 $ 5 536
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ 164 $ 171
Income taxes 3 578 7 136
(See Notes To Consolidated Financial Statements)
<PAGE 8>
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, 1995 was derived from the Company's audited consolidated
financial statements.
INVENTORIES
Inventories are summarized as follows:
(In Thousands)
May 31, November 30,
1996 1995
---------- ----------
Finished goods $ 8 024 $ 7 280
Raw materials 14 437 12 303
---------- ----------
$ 22 461 $ 19 583
========== ==========
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:
May 31, May 31,
1996 1995
3 months ended 18,482,825 18,574,819
6 months ended 18,483,816 18,568,264
<PAGE 9>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
==========================================================
RESULTS OF OPERATIONS:
Three Months Ended May 31, 1996 Compared With Three Months
Ended May 31, 1995
During the second quarter ended May 31, 1996, net sales
increased by 5.4% to $35,044,000 compared to $33,258,000 for the
like period in 1995. This increase in sales is due principally
to sales of new products shipped during the quarter. Sales
through Juno's Canadian subsidiary increased 18.1% to $1,876,000
compared to $1,589,000 for the like period in 1995.
Cost of sales as a percentage of net sales increased
slightly to 51.6% for the quarter, compared to 51.0% for the like
period in 1995.
Selling, general and administrative expenses expressed as a
percentage of sales increased to 27.3% as compared to 26.6% in
1995. Approximately 10% of this increase is due to costs relating
to advertising and promotion of new products, with the remainder
due primarily to increases in salaries and benefits of additional
staff.
As a result of the above factors, operating income decreased
to 21.0% of sales as compared to 22.3% for the like period in
1995.
Six Months Ended May 31, 1996 Compared With Six Months
Ended May 31, 1995
During the six month period ended May 31, 1996, net sales
decreased 2.4% to $63,229,000 compared to $64,760,000 for the
like period in 1995. This decrease in sales, in Management's
opinion, is reflective of continued sluggish demand from certain
end use markets and increasing price competition during the
quarter ended February 29, 1996. In addition, due to differences
in timing and scope, sales promotions run during the first six
months of 1995 had a more favorable impact on sales than the
promotions run during the first six months of 1996.
Cost of sales as a percentage of net sales increased to
54.1% for the six month period compared to 50.8% for the like
period in 1995. Approximately 20% of the decrease in margin was
due to one-time expenditures in the first quarter of 1996
resulting from the labor contract settlement in the Fall of 1995,
approximately 30% was due to increases in aggregate discounting
to customers, approximately 20% was due to changes in product
sales mix, and the remainder due to general inflationary cost
increases.
(Continued on Next Page)
<PAGE10>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION (continued)
=========================================================
Selling, general and administrative expenses as a percentage
of sales increased to 29.0% as compared to 26.1% in 1995. This
increase is also attributable to the factors cited above.
The effective income tax rate decreased to 34.4% compared to
36.0% for the like period in 1995. This decrease was due to the
increase in the relationship of tax exempt municipal interest
earned as a percentage of total taxable income.
LIQUIDITY AND CAPITAL RESOURCES:
During the six month period ended May 31, 1996, the Company
generated positive net cash flow from operating activities of
$6,193,000. This was comprised of net income, depreciation and
amortization, decreases in prepaid expenses, and increases in
accounts payable (collectively aggregating $11,716,000), net of
increases in inventory of $2,878,000 and accounts receivable of
$2,590,000. The company used the net cash provided from
operating activities to finance capital expenditures of
$2,142,000, increase its investment portfolio by $4,088,000, and
pay dividends of $2,949,000 ($.16 per common share).
On, June 3, 1996, the Company announced the declaration of
a cash dividend of 8 cents per share payable July 15, 1996, to
shareholders of record June 14, 1996. The Board of Directors
intends to consider 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
with internally generated funds.
<PAGE 11>
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
The 1996 Annual Meeting of Stockholders of Juno Lighting, Inc. was
held on April 30, 1996.
At the meeting George M. Ball and Thomas W. Tomsovic were elected
directors to serve for a term ending at the 1999 Annual Meeting of
Stockholders. The results of the votes were as follows:
BROKERS
NAME VOTES FOR WITHHELD ABSTENSIONS NON-VOTES
----------------- --------- -------- ----------- ---------
George M. Ball 16,005,746 482,481 0 0
Thomas W. Tomsovic 15,995,946 489,881 0 0
The stockholders also voted on the approval of the Juno Lighting, Inc.
1996 Employee Stock Purchase Plan. The results of the vote were as
follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
---------- -------- ---------- ----------------
14,050,411 939,741 1,495,675 0
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 12>
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: July 12, 1996
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<ALLOWANCES> 1029
<INVENTORY> 22461
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<BONDS> 4561
0
0
<COMMON> 186
<OTHER-SE> 145281
<TOTAL-LIABILITY-AND-EQUITY> 165061
<SALES> 63229
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