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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 [FEE REQUIRED]
For the fiscal year ended November 30, 1996
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
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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:
<PAGE> 2
Common Stock, par value $.01 per share
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, 1997: $273,344,914
At January 31, 1997, 18,513,012 shares of common stock were outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
1. Registrant's Proxy Statement for its 1997 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, high intensity discharge 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 1996 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
<PAGE> 4
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.
Products
- --------
The Company produces a wide variety of lighting 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, while still others are used
in merchandise display cases.
Each recessed type fixture is composed of a housing and a
separate trim. Housings may be fitted with a variety of trims
offering a wide choice of diffusers, lenses and louvers to
satisfy different optical and aesthetic requirements. Recessed
fixtures are generally used for down-lighting, but by special
configuration 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 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 trac) and a wide variety of individual
fixtures that may be connected at any point on the track. The
individual fixtures 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 do not
contain 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. One line of Juno
trac fixtures allows each track light to be controlled by either
of two switches and includes a series of miniature low voltage
halogen track lights that provides higher lumens per watt than
standard incandescent light sources.
<PAGE> 5
Juno's most recent trac lighting product line is marketed
under the name Trac 12. This is a low voltage miniature trac
lighting system featuring small individual fixtures and a
miniature lamp holder used in linear lighting applications.
Pursuant to an acquisition, several years ago Juno began
manufacturing and selling a line of fixtures used in show case
lighting applications under the name Danalite. This linear
configuration which uses low voltage and fluorescent light sources
is used in show cases as well as other merchandise display cases
and certain other commercial and residential accent lighting applications.
The products are made utilizing aluminum extruded channels in various
lengths and finishes. 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.
Juno produces a line of energy efficient Exit and Emergency
lighting products that are electronically powered and protected.
This product line uses LED (light emitting diode) technology for
its light source.
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 believes its innovations in simplifying
installation and improving the function of its lighting products
have served to increase demand for its products.
Juno, Indy, Trac-Master, Real Nail, Air-Loc, and Vector by
Juno are registered trademarks of 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.
<PAGE> 6
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 $4,309,000, $3,685,000 and
$3,119,000 on research, development and testing of new products
and development of related tooling in fiscal 1996, 1995 and 1994,
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 sales personnel 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.
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 1996.
<PAGE> 7
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. Since the Company introduced its
line of Exit and Emergency lighting products in fiscal 1996,
management believes that its share of this market has been
insignificant. The Company estimates that there are more than
fifty manufacturers of competing track, recessed and exit and
emergency lighting products. The Company competes not only with
manufacturers in its own fields, but also with manufacturers of a
variety of fluorescent, high intensity discharge,exit and
emergency and decorative lighting products. 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 prompt 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 1,025 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.
<PAGE> 8
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 currently
in the construction phase of its new factory and corporate office
facility in Des Plaines, Illinois. The Company currently
anticipates completing construction in the second half of 1997.
The Company has entered into a contract and estimates that the
total project cost, including estimates for the cost of furniture
and equipment, will range between $22.0 and $22.5 million. This
forward looking statement is subject to certain risks described
in Management's Discussion and Analysis of Financial Condition
and Results of Operations. The new facility will be financed out
of existing corporate funds. 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
- --------------------------
On October 8, 1996, Juno Online Services, L.P. ("Juno
Online") filed a complaint (Civil Action No. 96-1505-A) in the
United States District Court, Eastern District of Virginia
against Juno and Network Solutions, Inc. ("NSI") seeking
declaratory judgment that Juno Online's use of the word "Juno"
does not infringe on Juno's registered trademarks, and alleging
trademark misuse and Lanham Act violations by Juno. The
complaint seeks injunctive relief and damages (including treble
damages and punitive damages of $100 million). Juno Online
voluntarily dismissed NSI from the case. The action arose after
Juno sent a letter to NSI, which is the exclusive registrar of
Internet "domain names," informing NSI of Juno's belief that Juno
<PAGE> 9
Online's use of the word "JUNO" in its domain name infringes upon
Juno's trademark rights under the Lanham Act.
Juno filed a motion to dismiss based on lack of personal
jurisdiction, or in the alternative, a motion to transfer for
improper venue or to a more convenient forum. The court denied
the motion to dismiss, but granted the motion to transfer the
case to the United States District Court for the Northern
District of Illinois. The transfer order was entered on January
13, 1997 and the case is currently awaiting docketing in the
Northern District of Illinois.
Juno intends to vigorously defend itself in this action. While
no assurance can be given as to the outcome of this case, Juno believes
that this case will not have a material adverse effect on its financial
condition or results of operations.
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, 1997:
Name Age Positions Held
- ---- --- --------------
Robert S. Fremont 72 Chairman of the Board,
Chief Executive Officer and Director
Ronel W. Giedt 58 President, Chief Operating Officer
and Director
Glenn R. Bordfeld 50 Vice President, Sales
Thomas W. Tomsovic 55 Vice President, Operations and
Director
George J. Bilek 42 Vice President, Finance and Treasurer
Charles F. Huber 55 Vice President, Corporate Development
There are no family relationships among the above
officers, nor an arrangement or understanding between any
<PAGE> 10
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 30, 1996. The term of
each officer of Juno expires at the meeting of the Board of
Directors on the date of the 1997 Annual Meeting of the
Stockholders.
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> 11
PART II
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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, 1997 there were 304 holders of record of
Common Stock, at least 300 of which own 100 or more shares.
Fiscal 1996 Fiscal 1995
Dividends Dividends
High Low Per Share High Low Per Share
---- --- --------- ---- --- ---------
First Quarter 18-1/2 15 $.08 20-3/4 16-1/4 $.07
Second Quarter 18-1/8 13 .08 21 17-3/8 .07
Third Quarter 17-1/8 14-5/8 .08 18-1/4 15-3/4 .08
Fourth Quarter 17-1/4 14-1/2 .08 17-3/4 14 .08
<PAGE> 12
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
FINANCIAL HIGHLIGHTS
(in thousands except per share amounts)
Year ended November 30, 1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Net Sales $131,479 $126,364 $126,777 $109,098 $ 96,633
Gross Profit $ 63,160 $ 61,279 $ 65,549 $ 55,861 $ 47,656
Net income $ 19,897 $ 19,974 $ 22,907 $ 18,213 $ 15,321
Percent of net income to 15.1% 15.8% 18.1% 16.7% 15.9%
net sales
Net income per common share $1.08 $1.08 $1.23 $.98 $.83
Cash dividends per common $ .32 $ .30 $ .26 $ .22 $.17
share
Total Assets $178,181 $160,089 $145,756 $126,266 $111,278
Long - Term Debt $ 4,433 $ 5,976 $ 6,404 $ 6,856 $ 7,304
Stockholders' Equity $155,661 $141,368 $126,748 $107,977 $ 93,832
Stockholders' Equity per $8.41 $7.66 $6.87 $5.87 $5.11
common share
Working Capital $104,465 $102,294 $ 89,451 $ 72,964 $ 67,165
Current Ratio 7.5 to 1 10.6 to 1 9.5 to 1 8.8 to 1 8.8 to 1
<PAGE> 13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ----------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Results of Operations
- ---------------------
FISCAL 1996 COMPARED TO FISCAL 1995. For the fiscal year ended November 30,
1996, net sales increased approximately $5,115,000 or 4.0% to $131,479,000 from
$126,364,000 for the like period in 1995. This increase is due primarily to
sales of new products introduced in 1996 and improved sales through its wholly-
owned subsidiary, Indy Lighting, Inc. These increases were offset by
continuing price competition and sluggish demand from certain end use markets
during the first half of 1996. Sales through Juno's Canadian subsidiary
increased 9.7% to $7,711,000 for the year ended November 30, 1996 compared to
$7,032,000 for the like period in 1995.
Gross profit expressed as a percentage of sales decreased slightly to 48.0%
in fiscal 1996 compared to 48.5% in fiscal 1995. Improvements resulting from
reductions in raw material costs and ongoing cost reductions were offset by
one-time expenditures in the first quarter of 1996 resulting from the labor
contract settlement, increases in aggregate discounting to customers, changes
in product sales mix and general inflationary cost increases incurred in the
first half of 1996.
Selling, general and administrative expenses as a percentage of sales
increased to 28.0% in fiscal 1996 compared to 26.6% in fiscal 1995 due
primarily to advertising and promotional costs associated with new product
introductions, increases in freight costs and increases in salaries and
benefits.
The effective income tax rate for fiscal 1996 decreased to 33.9% compared to
35.4% for fiscal 1995. 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 relative to tax exempt
income, the relationship of tax exempt income to total income increases thus
producing a lower effective income tax rate.
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 through 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.
<PAGE> 14
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.
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 1996 The Company generated positive cash flow from operating activities
of $22,162,000 comprised principally of net income, depreciation and
amortization, and an increase in accrued liabilities (collectively aggregating
$27,365,000), net of increases in inventory ($3,692,000) and accounts
receivable ($1,965,000). In order to maintain the Company's commitment to
prompt delivery of product to its customers and to support the Company's
planned move to its new facility in 1997, inventory increased by 18.9% compared
to 1995 levels. Accounts receivable increased 11.7% which approximates the
increase in the sales volume for the fourth quarter of 1996 compared to 1995.
Net property and equipment increased 32.2% and accrued liabilities increased
70.9% due primarily to construction in process for the new facility.
The Company used the net cash provided from operating activities to finance
capital expenditures of $13,316,000, increase its investment portfolio by
$5,695,000, and pay dividends of $5,903,000, which reflected a quarterly
dividend rate of $.08 per share.
The following sentences are forward-looking statements regarding the
Company's completion of its new factory and corporate office facility in Des
Plaines, Illinois and are accompanied by the cautionary language set forth
below.
The Company is currently in the construction phase of its new factory and
corporate office facility in Des Plaines, Illinois. The Company currently
anticipates completing construction in the second half of 1997. The Company
has entered into a contract and estimates that the total project cost,
including estimates for the cost of furniture and equipment, will range between
$22.0 and $22.5 million. The new facility will be financed out of existing
corporate funds.
<PAGE> 15
The preceding forward-looking statements involve risks and uncertainties.
In particular, risks and uncertainties relating to cost estimates for
constructing and moving into the new facility include the pricing, quality and
timeliness of performance of various contractors, subcontractors and providers
of goods and services; cost variances associated with availability and changing
prices of materials and labor; weather conditions; changes in construction
plans and other contingencies associated with commercial construction and
equipment installation. Actual results could differ materially from those
stated. 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 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.
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.
<PAGE> 16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA PAGE
Index to Financial Statements
Financial Statements:
Report of Independent Accountants 17
Consolidated Statements of Income for the
three years ended November 30, 1996 18
Consolidated Balance Sheets at November 30,
1996 and 1995 19-20
Consolidated Statements of Stockholders' Equity
for the three years ended November 30, 1996 21
Consolidated Statements of Cash Flows for the
three years ended November 30, 1996 22
Notes to Consolidated Financial Statements 23-29
Financial Statement Schedule:
For the three years ended November 30,1996
Valuation and Qualifying Accounts 38
<PAGE> 17
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, 1996 and 1995, and the results of
their operations and their cash flows for each of the three years
in the period ended November 30, 1996, 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, 1997
<PAGE> 18
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
Year ended November 30, 1996 1995 1994
---- ---- ----
Net sales $131,479 $126,364 $126,777
Cost of sales 68,319 65,085 61,228
-------- -------- --------
Gross profit 63,160 61,279 65,549
Selling, General and Administrative 36,766 33,634 31,895
-------- -------- --------
Operating income 26,394 27,645 33,654
-------- -------- --------
Other income (expense):
Interest expense (317) (374) (320)
Interest and dividend income 3,957 3,633 2,983
Miscellaneous 78 10 49
-------- -------- --------
Total other income 3,718 3,269 2,712
-------- -------- --------
Income before taxes on income 30,112 30,914 36,366
Taxes on income 10,215 10,940 13,459
-------- -------- --------
Net income $19,897 $19,974 $22,907
======== ======== ========
Net income per common share $ 1.08 $ 1.08 $ 1.23
Average number of common shares 18,494,548 18,563,341 18,549,662
outstanding
See notes to consolidated financial statements.
<PAGE> 19
CONSOLIDATED BALANCE SHEET
(in thousands)
November 30, 1996 1995
Assets
Current:
Cash $ 3,473 $ 6,519
Marketable securities 67,622 62,315
Accounts receivable, less allowance for doubtful
accounts of $554,000 and $854,000 21,725 19,455
Inventories 23,275 19,583
Prepaid expenses and miscellaneous 4,346 5,037
-------- --------
Total current asset 120,441 112,909
-------- --------
Property and equipment:
Land 8,719 8,719
Building and improvements 21,694 20,971
Tools and dies 5,911 4,866
Machinery and equipment 5,422 4,584
Computer equipment 1,480 1,158
Office furniture and equipment 1,990 1,620
Construction-in-process 12,200 2,185
-------- --------
57,416 44,103
Less accumulated depreciation (14,611) ( 11,727)
-------- --------
Net property and equipment 42,805 32,376
-------- --------
Other assets:
Marketable securities 10,720 10,347
Goodwill and other intangibles,
net of accumulated amortization of
$1,877,000 and $1,690,000 4,148 4,335
Miscellaneous 67 122
-------- --------
Total other assets 14,935 14,804
-------- --------
Total assets $178,181 $160,089
======== ========
<PAGE> 20
CONSOLIDATED BALANCE SHEET (CONT'D)
(in thousands)
November 30, 1996 1995
---- ----
Liabilities
Current:
Accounts payable $ 4,132 $ 4,129
Accrued liabilities 10,301 6,028
Current maturities of long-term debt 1,543 458
-------- --------
Total current liabilities 15,976 10,615
-------- --------
Long-term debt, less current maturities 4,433 5,976
-------- --------
Deferred income taxes payable 2,111 2,130
-------- --------
Commitments
Stockholders' Equity
Common stock, $.01 par value; 50,000,000 shares
authorized, 18,563,412 and 18,511,112
shares issued. 186 185
Paid-in capital 4,915 4,415
Cumulative marketable securities valuation
adjustment 670 661
Cumulative (loss) on foreign currency translation (197) (201)
Retained earnings 150,883 137,342
-------- --------
156,457 142,402
Less: Treasury stock, at cost; 50,400 and 67,500 shares (796) (1,034)
-------- --------
Total stockholders' equity 155,661 141,368
-------- --------
Total liabilities and stockholders' equity $178,181 $160,089
======== ========
See notes to consolidated financial statements.
<PAGE> 21
<TABLE>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>
(in thousands)
Years ended November 30,
1994, 1995 and 1996 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, 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
Treasury stock purchased - - - - - (637) (637)
Treasury stock reissued - - - - (453) 875 422
Exercise of stock options 1 379 - - - - 380
Tax benefit of stock options
exercised - 121 - - - - 121
Net income for 1996 - - - - 19,897 - 19,897
Gain on foreign currency
translation - - - 4 - - 4
Cash dividend ($0.32 per share) - - - - (5,903) - (5,903)
Change in unrealized holding
gains - - 9 - - - 9
-------- ------- ---------- ----------- -------- ------ ---------
Balance, November 30, 1996 $186 $4,915 $670 $(197) $150,883 $(796) $155,661
======== ======= ========== ========== ======== ====== =========
See notes to financial statements.
<PAGE> 22
CONSOLIDATED STATEMENTS OF CASH FLOW
(in thousands)
Year ended November 30, 1996 1995 1994
---- ---- ----
Net income $19,897 $19,974 $22,907
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 3,074 2,785 3,211
(Decrease) increase in allowance for doubtful (300) 73 185
accounts
Deferred income taxes (18) 79 (121)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (1,965) 215 (2,640)
(Increase) in inventory (3,692) (1,372) (2,188)
Decrease (increase) in prepaid expenses 714 (1,727) 197
Decrease (increase) in other assets 55 (19) (8)
Increase in accounts payable 3 710 363
Increase (decrease) in accrued liabilities 4,394 (552) 996
------- ------- -------
Net cash provided by operating activities 22,162 20,166 22,902
------- ------- -------
Cash flows provided by (used in) investing activities:
Purchases of marketable securities (43,226) (47,741) (44,841)
Proceeds from sales of marketable securities 37,531 39,808 33,818
Capital expenditures (13,316) (3,708) (4,416)
------- ------- -------
Net cash (used in) investing activities (19,011) (11,641) (15,439)
------- ------- -------
Cash flows provided by (used in) financing activities:
Principal payments on long-term debt (458) (428) (453)
Dividends paid (5,903) (5,546) (4,788)
Purchase of treasury stock (637) (1,034) -
Proceeds from exercise of stock options 801 397 543
------- ------- -------
Net cash (used in) financing activities (6,197) (6,611) (4,698)
------- ------- -------
Net (decrease) increase in cash (3,046) 1,914 2,765
Cash at beginning of year 6,519 4,605 1,840
------- ------- -------
Cash at end of year $ 3,473 $ 6,519 $ 4,605
======= ======= =======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 320 $ 360 $ 319
Income Taxes $ 10,577 $11,670 $13,081
See notes to consolidated financial statements.
<PAGE> 23
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 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 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 1996 and 1995 amounted to approximately $2,887,000 and
$2,527,000, respectively.
Useful lives for property and equipment are as follows:
Buildings and improvements 20 - 40 years
Tools and dies 3 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> 24
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 $4,309,000,
$3,685,000 and $3,119,000 on research, development and testing of new products
and development of related tooling in fiscal 1996, 1995 and 1994 respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS 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.
MARKETABLE SECURITIES Marketable securities consist principally of tax exempt
municipal bonds. The amortized cost of available-for-sale securities
approximated the estimated market value of such securities at November 30,
1996; gross unrealized holding gains and losses were not significant.
<PAGE> 25
The estimated market value of available-for-sale securities at November 30,
1996, 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 $ 3,227
After one through ten years 46,699
Over ten years 25,124
Not due at a single maturity date 3,292
--------
$78,342
========
Gross realized gains and losses on sales were not material.
INVENTORIES
Inventories consist of the following:
(in thousands)
November 30, 1996 1995
---- ----
Finished goods $11,241 $ 7,280
Raw materials 12,034 12,303
------- -------
Total $23,275 $19,583
======= =======
Work in process inventories are not significant in amount and are included in
finished goods.
<PAGE> 26
ACCRUES LIABILITIES
Accrued liabilities consist of the following:
(in thousands)
November 30, 1996 1995
---- ----
Compensation and benefits $ 3,302 $ 2,797
Current income taxes 427 715
Promotional programs 1,190 1,103
Real estate taxes 985 931
Commissions 394 318
Construction-in-process 3,787 -
Other 216 164
------- -------
Total $10,301 $ 6,028
======= =======
LONG-TERM DEBT
Long-term debt consists of the following:
(in thousands)
November 30, 1996 1995
----- -----
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. $ 1,293 $ 1,505
Industrial Development Revenue
Bond, payable $11,667 per month plus interest
at 67% of prime through July 2004. 1,073 1,214
Industrial Development Revenue
Bond, payable in escalating installments through
December 2016, plus interest at a variable rate,
generally approximating 67% of prime. 3,610 3,715
------- -------
$ 5,976 $ 6,434
Less current maturities 1,543 458
------- -------
Total long-term debt $ 4,433 $ 5,976
======= =======
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:
1997 - $1,543,000; 1998 - $255,000; 1999 - $260,000;
2000 - $265,000; and 2001 - $275,000.
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, 1996 1995 1994
------- ------- -------
Current:
Federal $ 8,789 $ 9,086 $11,207
State 1,563 1,982 2,373
------- ------- -------
10,352 11,068 13,580
------- ------- -------
<PAGE> 27
Deferred:
Federal (117) (118) (103)
State (20) (10) (18)
------- ------- -------
(137) (128) (121)
------- ------- -------
Total taxes on income $10,215 $10,940 $13,459
======= ======= =======
Deferred tax assets (liabilities) are comprised of the following:
(in thousands)
November 30, 1996 1995
---- ----
Reserves for doubtful accounts $ 193 $ 319
Inventory costs capitalized for tax purposes 614 412
Compensation and benefits 716 581
Accrued advertising 99 100
------ ------
Deferred tax assets 1,622 1,412
------ ------
Depreciation (1,812) (1,808)
Prepaid health and welfare costs (329) (240)
Basis difference of acquired assets (100) (114)
Real estate taxes (280) (204)
Unrealized holding gains (342) (366)
------- -------
Deferred tax liabilities (2,863) (2,732)
------- -------
Net deferred tax liability $(1,241) $(1,320)
======= =======
The following summary reconciles taxes at the federal statutory tax rate to the
Company's effective tax rate:
November 30, 1996 1995 1994
---- ---- ----
Income taxes at statutory rate 35.0% 35.0% 35.0%
Dividend exclusion and municipal interest (4.3) (3.8) (2.8)
State and local taxes, net of federal income
tax benefit 3.6 4.1 4.3
Other (.4) .1 .5
----- ----- ----
Effective tax rate 33.9% 35.4% 37.0%
===== ===== =====
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:
<PAGE> 28
(in thousands)
November 30, 1996 1995 1994
---- ---- ----
Options outstanding beginning of year 445 360 248
Granted 1 146 189
Cancelled (12) (6) (4)
Exercised (109) (55) (73)
----- ---- ----
Options outstanding at end of year 325 445 360
----- ---- ----
Options exercisable at end of year 103 140 110
===== ==== ====
Exercise price per share for options exercised $ 7.25 $7.25 $7.25
and exercisable to to to
during the year $19.63 $19.63 $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,
1996 had an average exercise price of $16.87 per share and will expire at
various dates between December 5, 1997 and October 26, 2005.
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, $163,000 and $158,000 in 1996, 1995 and 1994,
respectively. In addition, the Company may make additional contributions at
the discretion of the Board of Directors. The Board authorized additional
contributions of $566,000, $558,000 and $628,000 in 1996, 1995 and 1994,
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 AND CONTINGENCIES
Total minimum rentals under noncancelable operating leases for distribution
warehouse space and equipment at November 30, 1996 are as follows:
November 30, (in thousands)
1997 $ 801
1998 571
1999 480
2000 323
2001 2
------
Total $2,177
======
Total rent expense charged to operations amounted to approximately $897,000,
$760,000 and $777,000 for the years ended November 30, 1996, 1995 and 1994,
respectively.
<PAGE> 29
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.
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
A summary of selected quarterly information for 1996 and 1995 is as follows:
(in thousands except per share amounts)
1996 Quarter Ended Feb. 29 May 31 Aug. 31 Nov. 30 Total
- --------------------------------------------------------------------------------
Net Sales $28,186 $35,044 $34,869 $33,380 $131,479
Gross Profit 12,099 16,950 17,412 16,699 63,160
Net Income 2,956 5,327 5,892 5,722 19,897
- --------------------------------------------------------------------------------
Net Income Per Common Share $ .16 $ .29 $ .32 $ .31 $ 1.08
================================================================================
(in thousands except per share amounts)
1995 Quarter Ended Feb. 28 May 31 Aug. 31 Nov. 30 Total*
- -------------------------------------------------------------------------------
Net $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
================================================================================
*Due to rounding differences, the totals for the fiscal year ended
November 30, 1995 may not equal the sum of the respective items for the four
quarters then ended.
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 9 and 10.
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.
<PAGE> 30
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 or former officer or employee of the Company or its
subsidiaries participated in the deliberations of the Board concerning
executive compensation during the fiscal year ended November 30, 1996. 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,
1996, 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.
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, 1997, on the consolidated
financial statements as of and for the fiscal years ended
November 30, 1996, November 30, 1995 and November 30, 1994,
is filed as a part of this Annual Report on Form 10-K on
page 17.
<PAGE> 31
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, 1996 and
November 30, 1995 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, 1997,
appearing on page 17 of this 1996 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, 1997
<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 Juno Lighting, Inc. 1983 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 the Juno Lighting, Inc.
1983 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 the Juno Lighting,
Inc. 1983 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 the Juno Lighting,
Inc. 1983 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 the Juno Lighting,
Inc. 1983 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.
<PAGE> 35
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
<PAGE> 36
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, 1996 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 25, 1997.
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 25, 1997
- -------------------- Executive Officer
Robert S. Fremont
/s/Ronel W. Giedt Director, President and February 25, 1997
- ----------------- Chief Operating Officer
Ronel W. Giedt
/s/George J. Bilek Vice President, Finance February 25, 1997
- ------------------ and Treasurer (Principal
George J. Bilek Financial and Accounting
Officer)
/s/Thomas W. Tomsovic Director February 25, 1997
- ---------------------
Thomas W. Tomsovic
/s/Julius Lewis Director February 25, 1997
- ---------------
Julius Lewis
/s/Allan Coleman Director February 25, 1997
- ----------------
Allan Coleman
/s/George M. Ball Director February 25, 1997
- -----------------
George M. Ball
<PAGE> 38
</TABLE>
<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, 1996 854 549 850 1 554
Year ended November 30, 1995 781 399 327 1 854
Year ended November 30, 1994 596 397 210 (2) 781
____________________________________
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 Juno Lighting, Inc. 1983 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 the Juno Lighting, Inc. 1983 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 the Juno Lighting, Inc. 1983 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 the Juno Lighting, Inc. 1983 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 the Juno Lighting, Inc. 1983 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.
10.5 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).
<PAGE> 41
Exhibit
Number Page
- ------
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
___________________________________________
1996 1995 1994
Average number of common shares ---------- ---------- ----------
outstanding during the year 18,451,366 18,483,220 18,423,120
---------- ---------- ----------
Common equivalents:
Shares issuable under
outstanding options 147,854 139,300 207,977
Shares which could have
been purchased based
on the average market
value for the period 104,672 59,179 81,435
---------- --------- --------
Shares for the portion of the
period that the options
were outstanding 43,182 80,121 126,542
---------- --------- --------
Average number of common and
common equivalent shares
outstanding during the
year 18,494,548 18,563,341 18,549,662
========== ========== ==========
NET INCOME $19,897,162 $19,974,262 $22,907,221
=========== =========== ===========
NET INCOME PER COMMON SHARE $1.08 $1.08 $1.23
===== ===== =====
<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, 1997
appearing on page 17 of this Annual Report on Form 10-K
of Juno Lighting, Inc. for the fiscal year ended November
30, 1996. 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
February 25, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000723888
<NAME> JUNO LIGHTING, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-END> NOV-30-1996
<CASH> 3473
<SECURITIES> 78342
<RECEIVABLES> 22279
<ALLOWANCES> 554
<INVENTORY> 23275
<CURRENT-ASSETS> 120441
<PP&E> 57416
<DEPRECIATION> 14611
<TOTAL-ASSETS> 178181
<CURRENT-LIABILITIES> 15976
<BONDS> 4433
0
0
<COMMON> 186
<OTHER-SE> 155475
<TOTAL-LIABILITY-AND-EQUITY> 178181
<SALES> 131479
<TOTAL-REVENUES> 131479
<CGS> 68319
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<LOSS-PROVISION> 549
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<INCOME-PRETAX> 30112
<INCOME-TAX> 10215
<INCOME-CONTINUING> 19897
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