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SECURITIES AND EXCHANGE C0MMISSION
Washington, D.C. 20549
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F0RM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934
For the fiscal year ended November 30, 1999
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the transition period from to .
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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)
1300 S. Wolf 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
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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 .
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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, 2000: $18,860,569
At January 31, 2000, 2,412,126 shares of common stock were outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
1. Registrant's Proxy Statement for its 2000 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.
PART I
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ITEM 1. BUSINESS
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General
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Juno Lighting, Inc. began operations in 1976 and was incorporated in
Illinois. It changed its state of incorporation to Delaware in 1983. Its
executive offices and principal plant are located at 1300 S. Wolf Road, Des
Plaines, Illinois 60018, 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 terms "Juno" and
"Company" as used herein mean Juno Lighting, Inc. and its subsidiaries,
collectively.
The Company is a leading designer, assembler and marketer of recessed and
track lighting fixtures. Its broad product line is used in commercial and
residential remodeling and in new construction. Its principal products use a
variety of light sources and are designed for reliable and flexible function,
efficient operation, attractive appearance and simple installation and
servicing. 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.
Approximately 94% of the Company's sales in fiscal 1999 were made in the
United States, with most of the balance made in Canada. The Company's sales
are made primarily to electrical distributors as well as certain wholesale
lighting outlets. Such distributors resell the Company's products for use in
remodeling of existing structures and in new residential, commercial and
institutional construction.
The Company produces a wide variety of fixtures and related equipment for
the recessed and track lighting markets. Its recessed lighting fixtures are
designed to be installed directly into ceilings, while its track lighting
fixtures are mounted on electrical tracks affixed to ceilings or walls. End-
users of the Company's products generally prefer them due to their superior
design, reliability and ease of installation. Juno designs and assembles
substantially all of its products in-house. However, it outsources virtually
all component manufacturing to a number of independent vendors principally
located near our production facilities. Inventories are maintained at two
production and distribution facilities located near Chicago and Indianapolis
and at distribution facilities near Atlanta, Dallas, Los Angeles, Philadelphia
and Toronto.
The Company's primary means of distribution is through over 1,400
distributors of lighting products located throughout the United States and
Canada. The Company has established itself as a preferred lighting supplier
by providing high quality and well-designed products, superior customer
service, timely delivery, technical advice and product training. Its
distributors maintain their own inventory of the Company's products, and, in
turn, sell to electrical contractors and builders and, in some cases, at the
retail level. Sales to distributors are made through the Company's
knowledgeable sales staff and through manufacturers' agents who also sell
other, non-competing electrical products. The Company also has a national
accounts sales force that focuses on department store, specialty retail,
supermarket and commercial accounts. The Company works closely with these
national accounts to provide custom solutions to their lighting needs and, in
turn, to have the Company's products specified for their major renovations or
store expansions.
Products
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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 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. The Company has designed recessed lighting fixtures, sold under the
Sloped Ceiling Downlights name, that provide lighting perpendicular to a floor
from a sloped ceiling. The Company 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. The Company's line of commercial lighting fixture products for
use primarily in department and chain stores utilize incandescent,
fluorescent, high intensity discharge and compact fluorescent light sources to
provide specialty and general purpose lighting.
The Company'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 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. The Company 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 the Company's track 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 provide higher lumens per watt
than standard incandescent light sources. The Company also manufactures and
distributes Trac-Sign (patent pending), which is a line of flexible,
internally illuminated sign products that work in conjunction with its
existing track system. The product consists of an aluminum enclosure which
utilizes a fluorescent light source and permits the end-user to easily and
economically display and light advertising material in the form of standard-
size transparencies.
The Company also produces and markets a line of miniature track lighting
products under the name Trac 12. This is a low voltage track 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 showcase lighting applications under
the name Danalite. This linear configuration which uses low voltage and
fluorescent light sources is used in showcases 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.
In a separate acquisition, the Company began designing and manufacturing a
system of fiberoptic lighting products. This system consists of an
illuminator, which uses either halogen or high intensity discharge light
sources, fiberoptic cable and in some cases fixtures. The electrically
powered illuminator generates the light and transfers it into the ends of the
optical fiber. The principal advantage of fiberoptic lighting is that it
provides light at the application level free of heat and ultraviolet light.
The Company 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.
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 and Air-Loc are registered trademarks
of Juno.
Production
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The Company designs and assembles substantially all of its products in-
house. However, the Company outsources virtually all component manufacturing
to a number of independent vendors located principally near its production
facilities. 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. 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
Indianapolis assembly facilities.
The Company outsources manufacturing of virtually all components to
minimize fixed costs and capital requirements and to produce flexibility in
responding to market needs. It believes its utilization of subcontractors
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. It uses multiple subcontractors for
most of its components to facilitate availability. In addition, the Company
purchases many of the raw materials used in the manufacturing of its
components to control the quality of the raw materials used by the
subcontractors and to receive more competitive prices for the raw materials.
The Company spent approximately $4,739,000, $4,095,000, and $4,719,000 on
research, development and testing of new products and development of related
tooling in fiscal 1999, 1998, and 1997, respectively.
Sales and Distribution
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The Company has relationships with a broad base of over 1,400
distributors across the United States and in Canada. Each of the Company's
distributors maintains its own inventory of Company 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 substantially all items Juno produces are maintained at
the Des Plaines and Indianapolis plant and substantially all items are
maintained in Juno's warehouses in the Atlanta, Dallas, Los Angeles,
Philadelphia and Toronto areas. Most orders are shipped from stock inventory
within 48 hours of receipt.
Backlog and Material Customers
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We have no material long-term contracts. The Company is not dependent on
any single customer or group of customers and no single customer accounted for
as much as 10% of sales in fiscal 1999.
Competition
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We are not aware of any published figures that identify the overall
market for the Company's products. Nevertheless, the Company believes that
its sales place the Company among the five highest-selling manufacturers of
track and recessed lighting products in the United States. 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 its 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.
As of November 30, 1999, the Company owned a substantial number of United
States patents and had several patent applications on file with the United
States Patent Office. The Company also has corresponding foreign patents and
registered trademarks in the United States. There is no assurance that any
patents will be issued with respect to pending or future applications. As the
Company develops products for new markets and uses, it normally seeks
available patent protection. The Company believes that its patents are
important, but does not consider itself materially dependent upon any single
patent or group of related patents.
Employees
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The Company employs approximately 1,000 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 2002 and
September 2001, respectively.
Recent Developments
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On June 30, 1999, Jupiter Acquisition Corp. ("Merger Sub"), a Delaware
corporation and a wholly-owned subsidiary of Fremont Investors I, LLC
("Fremont Investors"), was merged (the "Merger") with and into Juno pursuant
to an Agreement and Plan of Recapitalization and Merger dated March 26, 1999
(the "Merger Agreement") by and among Merger Sub, Juno and Fremont Investors.
Pursuant to the Merger, the holders of all the issued and outstanding shares
of Juno common stock, $.01 par value per share, were entitled to receive
either $25 cash or one share of Juno common stock, $.001 par value per share,
for each share of common stock issued and outstanding. This consideration
was, however, subject to proration, as such holders were entitled to receive
an aggregate of 2,400,000 shares of Juno common stock. The Company funded
this effective retirement of 16,242,527 shares of the Company's common stock
with a payment to stockholders in the aggregate of approximately $406 million.
The sources of this funding included the Company's available cash and
marketable securities, a $106 million preferred stock investment by Fremont
and key employees of Juno ("Preferred Stock"), approximately $94.9 million of
bank debt ("Bank Debt") and the issuance of $125 million of subordinated debt
("Subordinated Debt"). In connection with the Merger and Recapitalization the
Company incurred approximately $9.9 million in transaction costs and $10.2
million of deferred financing costs. Included in these costs were payments of
approximately $4.9 million to Fremont Investors.
ITEM 2. PROPERTIES
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Juno owns a building located in Des Plaines, Illinois of approximately
510,000 square feet which serves at its principal assembly, warehouse and
executive office facility. Juno also 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 108,000 square feet of floor space. These warehouse
leases call for an aggregate annual rental of approximately $471,000. The
Company's facilities are modern, considered adequate for its business as
presently conducted and experience varying levels of utilization.
ITEM 3. LEGAL PROCEEDINGS
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On September 8, 1997, Juno Lighting, Inc. was served with a complaint for
patent infringement alleged by Mr. Ole K. Nilssen (Case No. 97 C 4624 in the
United States District Court for the Northern District of Illinois). In this
complaint, Mr. Nilssen alleges that Juno has infringed seven of Mr. Nilssen's
patents and seeks a permanent injunction against Juno's sale of products
utilizing the inventions claimed by such patents and unspecified monetary
damages including a request for treble damages. These patents relate
variously to low-voltage, high frequency power supplies for lighting systems
and to so-called track lighting systems incorporating such low-voltage high
frequency power supplies. Juno filed an answer and counterclaim denying
the allegations of the complaint and asserting a number of affirmative
defenses and prayers for declaratory relief. To allow the parties to focus on
negotiating a potential resolution of this dispute, on November 10, 1999, Juno
and Mr. Nilssen dismissed their cases without prejudice and further entered
into an agreement to toll the statute of limitations up to and including May
1, 2000.
Juno, its directors, Fremont Investors and Fremont Partners, L.P.
("Fremont Partners") have been named as defendants in a purported class action
lawsuit commenced on or about April 1, 1999 in the Court of Chancery in and
for New Castle County, Delaware. Such action is captioned Linda Parnes v.
George M. Ball, Thomas Tomsovic, Allen Coleman, Robert S. Fremont, Julius
Lewis, Fremont Investors I, LLC, Fremont Partners L.P. and Juno Lighting, Inc.
(Case No. 17084NC). The complaint alleges, among other things, that the
members of the Juno Board of Directors breached their fiduciary duties to Juno
stockholders by failing to appoint additional independent directors and by
entering into the Merger Agreement, and that Fremont Investors and Fremont
Partners aided and abetted such breach of fiduciary duties. More
specifically, the plaintiff alleges, among other things, that the Juno Board
of Directors failed to engage in any market check and agreed to sell control
of Juno to Fremont Investors for a price that was less than Juno's true worth.
As relief, the complaint seeks, among other things, a rescission of the
Merger, damages in an unspecified amount, a court order compelling Juno to
appoint two additional independent directors and an award to plaintiff of her
costs and expenses, including attorney's and expert's fees incurred in
connection with such lawsuit.
Juno believes that the allegations contained in the complaint are without
merit and intends to vigorously contest the action, on behalf of itself and
its directors, if the plaintiff elects to proceed with her action.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None.
Executive Officers Of The Registrant
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The following table gives certain information with respect to the
Executive Officers of the Company as of January 31, 2000:
Name Age Positions Held
Glenn R. Bordfeld 53 President and Chief Operating Officer
George J. Bilek 45 Vice President, Finance and Treasurer
Joel W. Chemers 63 Vice President, Human Resources and
Legal Affairs
Charles F. Huber 58 Vice President, Engineering and
Special Projects
Jacques P. LeFevre 44 Vice President; President of
Indy Lighting, Inc.
R. Reed Powers 48 Vice President; President of Advanced
Fiberoptic Technologies, Inc.
Scott L. Roos 42 Vice President, Product Management
& Development
Richard B. Stam 38 Vice President, Sales
Thomas W. Tomsovic 58 Vice President, Operations
Glenn R. Bordfeld has served as a director since July 1999. He has been
President, Chief Operating Officer since January 1999. He was the Company's
Vice President, Sales from July 1991 to January 1999. Previously, 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.
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.
Joel W. Chemers has been Vice President, Human Resources and Legal
Affairs since July 1999. He was Vice President, Corporate Planning from
January 1999 to June 1999 and Director, Corporate Planning from October
1997 to January 1999. From March 1996 to October 1997 he was Executive Vice
President and Chief Operating Officer of Tisma Machinery, a designer and
builder of automatic cartoning machinery. From 1993 through March 1996 he was
Managing Director, Midwest Region for Starshak & Associates, a consulting firm
to underperforming companies.
Charles F. Huber has been Vice President, Engineering and Special
Projects since July 1999. He was the Company's Vice President, Corporate
Development from December 1992 to July 1999. 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.
Jacques P. LeFevre has served as a Vice President since August 1999. He
has been President of Indy Lighting, Inc. (acquired by Juno in 1988) since
1994. He was Vice President and General Manager of Indy Lighting from October
1983 to October 1994. Previously, he was a Certified Public Accountant with
Arthur Young & Company for six years.
R. Reed Powers has served as a Vice President since August 1999. He has
also been President of Advanced Fiberoptic Technologies, Inc. (a subsidiary of
Juno) since June 1997. He was President of Sunlight Lighting, Inc., from 1983
to 1997.
Scott L. Roos rejoined Juno in October 1998 as Vice President, Product
Management and Development. From August 1994 through October 1998 he was Vice
President, Product Development and Marketing for Alkco, a division of the JJI
Lighting Group (a manufacturer of lighting products). From 1990 through
August 1994 he was the Company's Director of New Product Development.
Richard B. Stam has been Vice President, Sales since August 1999. From
1997 to 1999, he was employed by the Company as its National Sales Manager for
North America. From 1994 to 1997, he was the National Sales Manager for Juno
Lighting, Ltd., Juno's Canadian subsidiary.
Thomas W. Tomsovic has been employed by the Company since its founding in
1976. He was Vice President, Manufacturing in July 1983 and Vice President,
Operations in June 1986. He served as a Director of the Company from June
1986 to June 1999.
PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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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 Stock Market.
As of January 31, 2000 there were approximately 2,200 beneficial holders of
Common Stock, at least 300 of which own 100 or more shares.
Fiscal 1999 Fiscal 1998
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Dividends Dividends
High Low Per Share High Low Per Share
---- --- --------- ---- --- ---------
First Quarter 24-1/4 19-3/4 $.10 21-3/8 15-3/4 $.09
Second Quarter 23-3/4 19-1/8 $.10 22-3/4 19-1/2 .09
Third Quarter 24-9/16 11 - 24-1/4 18-1/2 .09
Fourth Quarter 13-1/2 10 - 25 18-1/4 .09
ITEM 6. SELECTED FINANCIAL DATA
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FINANCIAL HIGHLIGHTS
(in thousands except per share amounts)
Year ended November 30, 1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Net Sales $167,458 $160,941 $139,855 $131,479 $126,364
Gross Profit $ 83,526 $ 81,059 $ 67,974 $ 63,160 $ 61,279
Net Income $ 18,022 $ 26,625 $ 20,303 $ 19,897 $ 19,974
Net Income Available to
Common Shareholders $ 13,740 $ 26,625 $ 20,303 $ 19,897 $ 19,974
Percent of Net Income
Available to Common
Shareholders to Net
Sales 8.20% 16.5% 14.5% 15.1% 15.8%
Net Income Per Common Share
Basic $1.23 $1.43 $1.10 $1.08 $1.08
Diluted $1.23 $1.43 $1.10 $1.08 $1.08
Cash Dividends Per Common
Share $ .20 $ .36 $ .32 $ .32 $.30
Total Assets $130,634 $208,839 $187,389 $178,181 $160,089
Long - Term Debt $206,793 $ 3,265 $ 3,385 $ 4,433 $ 5,976
Stockholders' Equity
(Deficit) $(104,157) $191,448 $170,630 $155,661 $141,368
Stockholders' Equity
(Deficit) Per
Common Share $(43.18) $10.30 $9.19 $8.41 $7.66
Working Capital $ 42,722 $133,409 $110,876 $104,465 $102,294
Current Ratio 2.6 to 1 11.5 to 1 10.5 to 1 7.5 to 1 10.6 to 1
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS
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Results of Operations
This document contains various forward-looking statements. Statements in this
document that are not historical are forward-looking statements. Such
statements are subject to various risks and uncertainties that could cause
actual results to vary materially from those stated. Such risks and
uncertainties include: economic conditions generally, levels of construction
and remodeling activities, the ability to improve manufacturing efficiencies,
disruptions in manufacturing or distribution, product and price competition,
raw material prices, the ability to develop and successfully introduce new
products, technology changes, patent issues, exchange rate fluctuations, and
other risks and uncertainties. The Company undertakes no obligation to update
any such factors or to publicly announce the result of any revisions to any of
the forward-looking statements contained herein to reflect future events or
developments.
Fiscal 1999 Compared to Fiscal 1998. For the fiscal year ended November 30,
1999, net sales increased approximately $6,517,000 or 4.0% to $167,458,000
from $160,941,000 for the like period in 1998. In management's opinion, this
increase is due primarily to an increase in the overall demand for lighting
products. Sales through Juno's Canadian subsidiary increased 15.9% to
$10,764,000 for the fiscal year ended November 30, 1999 compared to $9,290,000
for the like period in 1998.
Gross profit expressed as a percentage of sales decreased to 49.9% in fiscal
1999 compared to 50.4% in fiscal 1998. This decrease was due in part to a
change in sales mix which caused the percentage of direct material to sales to
be higher. Higher indirect labor costs were also a factor.
Selling, general and administrative expenses expressed as a percentage of
sales increased to 29.3% in fiscal 1999 compared to 27.4% in fiscal 1998.
This increase was due primarily to one-time charges of approximately
$1,088,000 for a bonus paid to Juno officers pursuant to Change of Control
Benefit Agreements and $149,000 for the loss on the early extinguishment of an
Industrial Revenue Bond that was repaid on June 30, 1999. This relationship
was affected by increases in amortization of deferred financing costs,
depreciation of computer hardware and software and costs associated with the
implementation of the Company's ERP system.
Interest expense was $9,588,000 for fiscal 1999 compared to $166,000 for 1998.
The increase reflects interest related to borrowings used to finance the
Merger in the third quarter of 1999. Information describing the Merger can be
found in the Company's financial statements and accompanying notes thereto
appearing elsewhere in this document.
The weighted average number of shares outstanding decreased to approximately
11.1 million in 1999 compared to 18.6 million in 1998. The Merger, described
in Recent Developments in Item 1 of this document, resulted in the effective
retirement of approximately 16.2 million shares of the Company's common stock.
The weighted average number of shares calculation included seven months of the
year with approximately 18.6 million shares outstanding and five months with
approximately 2.4 million shares outstanding.
Fiscal 1998 Compared to Fiscal 1997. For the fiscal year ended November 30,
1998, net sales increased approximately $21,086,000 or 15.1% to $160,941,000
from $139,855,000 for the like period in 1997. This increase is due primarily
to an overall increase in demand from improving economic conditions and is
represented by growth across substantially all product lines and markets.
Sales through Juno's Canadian subsidiary increased 8.4% to $9,290,000 for the
year ended November 30, 1998 compared to $8,571,000 for the like period in
1997.
Gross profit expressed as a percentage of sales increased to 50.4% in fiscal
1998 compared to 48.6% in fiscal 1997 due to increased productivity, stable
raw material costs and benefits from the redesign and retooling of high volume
parts.
Selling, general and administrative expenses as a percentage of sales
decreased to 27.4% in fiscal 1998 compared to 29.0% in fiscal 1997 due
primarily to economies of scale associated with the sales increase. In
addition, Juno incurred one-time charges in fiscal 1997 of approximately
$700,000 to repair defective components in certain exit and emergency lighting
fixtures and approximately $300,000 for the Company's move to its new factory
and corporate office facilities in 1997.
The effective income tax rate for fiscal 1998 increased slightly to 35.5%
compared to 35.3% for fiscal 1997. Since the Company's investment portfolio
consists largely of municipal bonds, the interest earned is substantially tax
exempt. Therefore, in periods when operating earnings increase compared to
prior years, the relationship of tax-exempt income to total income decreases,
thus producing a higher 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 1999 The Company generated positive net cash flow from operating
activities of $22,185,000 comprised principally of net income, depreciation
and amortization, a decrease in prepaid expenses and increase in accounts
payable and accrued liabilities, (collectively aggregating $35,964,000), net
of increases in accounts receivable of $2,274,000 and inventory of $1,202,000
and other assets of $10,303,000. The increase in other assets was due
primarily to fees in connection with the acquisition of the secured and
subordinated debt. The Company used the net cash provided from operating
activities to finance capital expenditures of $5,533,000 and pay cash
dividends of $3,720,000.
Net cash flow from investing activities amounted to $81,847,000 comprised
primarily of the proceeds received from the liquidation of the Company's
marketable securities portfolio used to partially finance the Merger.
Net cash used in financing activities amounted to $105,898,000 which is due
primarily to common stock retired in the recapitalization of $415,948,000 less
proceeds from the issuance of Preferred Stock, Subordinated Debt and Bank Debt
aggregating $325,003,000. In addition, principal payments on long-term debt
of $12,264,000 were made.
The Company historically has funded its operations principally from cash
generated from operations, available cash and income from marketable
securities. The Company incurred substantial indebtedness in connection with
the Merger. The Company's liquidity needs are expected to arise primarily
from operating activities and servicing indebtedness incurred in connection
with the Merger.
Principal and interest payments under the Senior Credit Facility and the
Subordinated Debt represent significant liquidity requirements for the
Company. As of November 30, 1999, the Company had cash of approximately $8.6
million and total indebtedness of approximately $210.1 million. Detailed
information concerning the terms of the Senior Credit Facility and the
Subordinated Debt can be found in the Company's audited financial statements
and notes thereto appearing elsewhere in this document.
The Company's $35 million Revolving Credit Facility is available to finance
its working capital and had no outstanding balance on November 30, 1999. The
Company's principal source of cash to fund its liquidity needs will be net
cash from operating activities and borrowings under the Senior Credit
Facility. The Company believes these sources will be adequate to meet its
anticipated future requirements for working capital, capital expenditures, and
scheduled payments of principal and interest on its existing indebtedness for
at least the next 12 months. However, the Company may not generate sufficient
cash flow from operations or have future working capital borrowings available
in an amount sufficient to enable it to service its indebtedness, including
the notes, or to make necessary capital expenditures.
Fiscal 1998 The Company generated positive cash flow from operating
activities of $22,567,000 comprised principally of net income, depreciation
and amortization, and an increase in accounts payable (collectively
aggregating $31,165,000), net of an increase in accounts receivable
($2,601,000) and an increase in inventory ($5,408,000). Accounts receivable
increased 9.1% in support of the higher sales level compared to 1997. In
order to maintain the Company's commitment to prompt delivery of product to
its customers, inventory increased by 23.8% compared to 1997 levels.
Miscellaneous other assets decreased to $607,000 from $4,456,000 due to the
sale of the building that formerly served as the Company's principal corporate
facility.
The Company used the net cash provided from operating activities to increase
its investment portfolio by $11,949,000 finance capital expenditures of
$5,293,000, and pay dividends of $6,686,000, which reflected a quarterly
dividend rate of $.09 per share.
On October 27, 1998 the Company announced the declaration of a cash dividend
of $.10 per share payable January 15, 1999 to stockholders of record December
15, 1998. This represents an 11% increase from the previous quarterly rate of
$.09 per share.
The Company generated additional positive cash flow of $4,605,000 from the
sale of the building that formerly served as the Company's principal corporate
office and assembly facility. This building was previously classified in
miscellaneous assets.
Fiscal 1997 The Company generated positive cash flow from operating
activities of $17,200,000 comprised principally of net income, depreciation
and amortization, and a decrease in inventory (collectively aggregating
$24,355,000), net of a decrease in accrued liabilities ($3,773,000) and an
increase in accounts receivable ($1,359,000). Miscellaneous other assets
increased to $4,456,000 from $67,000 due to the reclassification of the
Company's remaining unsold building to other assets in recognition of its
status as a non-productive asset.
The Company used the net cash provided from operating activities to finance
capital expenditures of $13,226,000, primarily for its new factory and office
facility, make principal payments on long-term debt of $1,048,000 and pay
dividends of $5,925,000, which reflected a quarterly dividend rate of $.08 per
share.
On October 22, 1997 the Company announced the declaration of a cash dividend
of $.09 per share payable January 15, 1998 to stockholders of record December
15, 1997. This represents a 13% increase from the previous quarterly rate of
$.08 per share.
In fiscal 1997 the Company completed construction of its current factory and
corporate office facility in Des Plaines, Illinois. Final occupancy took
place on October 12, 1997. The cost of the project, including furniture and
equipment, amounted to $22,470,000 and was financed out of existing corporate
funds.
The Company generated additional positive cash flow of $4,322,000 from the
sale of two of its three buildings, all of which were vacant due to the move
to the new corporate facility. The Company used these proceeds to retire an
existing Industrial Development Revenue Bond of approximately $950,000.
Other Matters The "Year 2000" issue referred to the risk of disruption of
operations caused by the failure of computer-controlled systems, including
systems used by third parties, to recognize date-sensitive information
properly when the year changed from 1999 to 2000. During the year ended
November 30, 1999, the Company implemented a program to upgrade its systems
hardware and software in an effort to make them Year 2000 compliant. The
Company incurred costs of approximately $ 5,248,000 in assessing its Year 2000
readiness and upgrading its computer systems. The Company has not experienced
any significant business disruption arising from Year 2000 issues. The
Company will, however, continue to monitor its computer systems to ensure that
any latent Year 2000 issues that may arise are addressed promptly.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- --------------------------------------------------------------------
None.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA PAGE
Index to Financial Statements
Financial Statements:
Report of Independent Accountants 15
Consolidated Statements of Income for the
three years ended November 30, 1999 16
Consolidated Balance Sheets at November 30,
1999 and 1998 17-18
Consolidated Statements of Stockholders' Equity
for the three years ended November 30, 1999 19
Consolidated Statements of Cash Flows for the
three years ended November 30, 1999 20
Notes to Consolidated Financial Statements 21-33
Selected Quarterly Financial Data (Unaudited) 33
Financial Statement Schedule:
For the three years ended November 30, 1999
Valuation and Qualifying Accounts 40
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 (deficit) and of
cash flows present fairly, in all material respects, the financial position of
Juno Lighting, Inc. and its subsidiaries at November 30, 1999 and 1998, and
the results of their operations and their cash flows for each of the three
years in the period ended November 30, 1999, in conformity with accounting
principles generally accepted in the United States. 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 auditing standards
generally accepted in the United States 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.
PricewaterhouseCoopers LLP
Chicago, Illinois
January 13, 2000
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except share amounts)
- ------------------------------------------------------------------------------
Year ended November 30, 1999 1998 1997
- ------------------------------------------------------------------------------
Net sales $167,458 $160,941 $139,855
Cost of sales 83,932 79,882 71,881
- ------------------------------------------------------------------------------
Gross profit 83,526 81,059 67,974
Selling, general and administrative 49,042 44,083 40,601
- ------------------------------------------------------------------------------
Operating income 34,484 36,976 27,373
- ------------------------------------------------------------------------------
Other income (expense):
Interest expense (9,588) (166) (244)
Interest and dividend income 3,752 4,371 3,946
Miscellaneous (525) 76 318
- ------------------------------------------------------------------------------
Total other income (expense) (6,361) 4,281 4,020
- ------------------------------------------------------------------------------
Income before taxes on income 28,123 41,257 31,393
Taxes on income 10,101 14,632 11,090
- ------------------------------------------------------------------------------
Net income $ 18,022 $ 26,625 $20,303
Less: Preferred dividends 4,282 - -
- ------------------------------------------------------------------------------
Net income available to
common shareholders $ 13,740 $ 26,625 $20,303
==============================================================================
Net income per common share
(Basic and diluted) $ 1.23 $ 1.43 $ 1.10
==============================================================================
Weighted average number of shares
outstanding - Basic 11,127,286 18,576,015 18,522,270
Weighted average number of shares
outstanding - Diluted 11,138,518 18,614,863 18,540,835
==============================================================================
See notes to consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
(in thousands)
- ------------------------------------------------------------------------------
November 30, 1999 1998
- ------------------------------------------------------------------------------
Assets
Current:
Cash $ 8,632 $ 10,498
Marketable securities - 77,836
Accounts receivable, less allowance for doubtful
accounts of $1,382 and $1,205 26,799 24,577
Inventories, net 29,317 28,115
Prepaid expenses and miscellaneous 4,142 5,041
- ------------------------------------------------------------------------------
Total current assets 68,890 146,067
- ------------------------------------------------------------------------------
Property and equipment:
Land 7,301 7,279
Building and improvements 32,085 31,580
Tools and dies 9,051 7,884
Machinery and equipment 7,609 7,135
Computer equipment 8,243 5,043
Office furniture and equipment 2,873 2,606
- ------------------------------------------------------------------------------
67,162 61,527
Less accumulated depreciation (19,360) (15,351)
- ------------------------------------------------------------------------------
Net property and equipment 47,802 46,176
- ------------------------------------------------------------------------------
Other assets:
Marketable securities - 12,049
Goodwill and other intangibles,
net of accumulated amortization of
$1,629 and $1,536 4,123 3,940
Deferred financing costs, net of accumulated
amortization of $514 and $0 9,676 -
Miscellaneous 143 607
- ------------------------------------------------------------------------------
Total other assets 13,942 16,596
- ------------------------------------------------------------------------------
Total assets $130,634 $208,839
==============================================================================
CONSOLIDATED BALANCE SHEETS
(in thousands)
- ------------------------------------------------------------------------------
November 30, 1999 1998
- ------------------------------------------------------------------------------
Liabilities
Current:
Accounts payable $ 6,566 $ 4,441
Accrued liabilities 16,272 8,097
Current maturities of long-term debt 3,330 120
- ------------------------------------------------------------------------------
Total current liabilities 26,168 12,658
- ------------------------------------------------------------------------------
Long-term debt, less current maturities 206,793 3,265
- ------------------------------------------------------------------------------
Deferred income taxes payable 1,830 1,468
- ------------------------------------------------------------------------------
Commitments and Contingencies
Stockholders' Equity (Deficit)
Preferred stock, Series A cumulative, $.001 par
value, $100 stated value, shares authorized
5,000,000 and 1,060,000 shares issued. 110,282 -
Common stock, $.001 and $.01 par value;
45,000,000 and 50,000,000 shares authorized,
2,412,126 and 18,595,327 shares issued. 2 186
Paid-in capital 421 5,484
Accumulated other comprehensive income (loss) (530) 604
Retained earnings (deficit) (214,332) 185,174
- ------------------------------------------------------------------------------
Total stockholders' equity (deficit) (104,157) 191,448
- ------------------------------------------------------------------------------
Total liabilities and stockholders' equity $130,634 $208,839
==============================================================================
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (in thousands)
- --------------------------------------------------------------------------------------------------------------------------------
Years ended November 30, 1997, 1998 and 1999 Preferred Accumulated
Common Stock Stock Other Retained
Amount Paid-In Amount Comprehensive Earnings Treasury
$.001 PAR Capital $.001 PAR Income (Loss) (Deficit) Stock Total
--------- ------- --------- ---------- -------- -------- -----
Balance, December 1, 1996 $186 $4,915 $ - $ 473 $150,883 $(796) $155,661
Comprehensive income:
Net Income for 1997 - - - - 20,303 - 20,303
(Loss) on foreign currency translation - - - (198) - - (198)
Change in unrealized holding gains - - - 53 - - 53
-------
Comprehensive income 20,158
=======
Treasury stock reissued - - - - (23) 740 717
Tax benefit of stock options exercised - 19 - - - - 19
Cash dividend ($.32 per share) - - - - (5,925) - (5,925)
- -------------------------------------------------------------------------------------------------------------------------------
Balance, November 30, 1997 186 4,934 - 328 165,238 (56) 170,630
- -------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
Net income for 1998 - - - - 26,625 - 26,625
(Loss) on foreign currency translation - - - (260) - - (260)
Change in unrealized holding gains - - - 536 - - 536
-------
Comprehensive income 26,901
=======
Treasury stock reissued - - - - (3) 56 53
Exercise of stock options - 510 - - - - 510
Tax benefit of stock option exercised - 40 - - - - 40
Cash dividend ($.36 per share) - - - - (6,686) - (6,686)
- -------------------------------------------------------------------------------------------------------------------------------
Balance, November 30, 1998 186 5,484 - 604 185,174 - 191,448
- -------------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
Net income for 1999 - - - - 18,022 - 18,022
Gain on foreign currency translation - - - 125 - - 125
Change in unrealized holding gains - - - (1,259) - - (1,259)
-------
Comprehensive income 16,888
=======
Exercise of stock options - 1,031 - - - - 1,031
Tax benefit of stock option exercised - 144 - - - - 144
Cash dividend ($.20 per share) - - - - (3,720) - (3,720)
Common stock retirement (184) (6,238) - - (409,526) - (415,948)
Preferred shares issued - - 106,000 - - - 106,000
Preferred stock dividend - - 4,282 - (4,282) - -
- -------------------------------------------------------------------------------------------------------------------------------
Balance, November 30, 1999 $ 2 $ 421 $110,282 $(530) $(214,332) - $(104,157)
- -------------------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOW
(in thousands)
- ------------------------------------------------------------------------------
Year ended November 30, 1999 1998 1997
Net income $18,022 $26,625 $20,303
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 4,814 3,678 3,484
Loss (Gain) on sale of assets 606 (178) (397)
Increase in allowance for
doubtful accounts 177 298 353
Deferred income taxes 362 (274) (369)
Changes in assets and liabilities:
(Increase) in accounts receivable (2,274) (2,601) (1,359)
(Increase) decrease in inventory (1,202) (5,408) 568
Decrease (Increase) in prepaid expenses 1,539 (607) (386)
(Increase) in other assets (10,303) (27) (671)
Increase (decrease) in accounts payable 2,125 862 (553)
Increase (decrease) in accrued
liabilities 8,319 199 (3,773)
- ------------------------------------------------------------------------------
Net cash provided by operating activities 22,185 22,567 17,200
- ------------------------------------------------------------------------------
Cash flows provided by (used in) investing activities:
Purchases of marketable securities (63,966) (47,089) (22,514)
Proceeds from sales of marketable
securities 151,346 35,140 23,807
Proceeds from sale of assets - 4,605 4,322
Capital expenditures (5,533) (5,293) (13,226)
- ------------------------------------------------------------------------------
Net cash provided by (used in)
investing activities 81,847 (12,637) (7,611)
- ------------------------------------------------------------------------------
Cash flows provided by (used in) financing activities:
Principal payments on long-term debt (12,264) (115) (1,048)
Dividends paid (3,720) (6,686) (5,925)
Proceeds from sale of common stock through
Employee Stock Purchase Plan 193 191 202
Proceeds from exercise of stock options 838 372 515
Proceeds from issuance of preferred stock 106,000 - -
Proceeds from subordinated debt 124,103 - -
Proceeds from bank debt 94,900 - -
Common stock retired (415,948) - -
- ------------------------------------------------------------------------------
Net cash (used in) financing activities (105,898) (6,238) (6,256)
- ------------------------------------------------------------------------------
Net increase (decrease) in cash (1,866) 3,692 3,333
Cash at beginning of year 10,498 6,806 3,473
- ------------------------------------------------------------------------------
Cash at end of year $ 8,632 $10,498 $ 6,806
==============================================================================
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 1,886 $ 163 $ 256
Income Taxes $ 9,697 $16,234 $11,781
==============================================================================
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Juno Lighting, Inc.
Note 1: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.
Use 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 Consistent with the provisions of Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities", the Company has classified its
current and non-current securities as available-for-sale and reports 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 1999, 1998, and 1997 amounted to
approximately $3,994,000, $3,508,000, and $3,287,000 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.
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 $4,739,000,
$4,095,000 and $4,719,000 on research, development and testing of new products
and development of related tooling in fiscal 1999, 1998 and 1997,
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 using local currency as the
functional currency.
Net Income Per Share Basic net income per share is computed based upon
weighted average number of shares of common stock. Diluted earnings per share
is computed based on the weighted average number of shares of common stock
and dilutive common stock equivalents outstanding. Share and per share
information have been adjusted for all stock splits.
Stock-based Compensation As permitted by Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), the
Company has elected to continue to account for its stock-based awards in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25") and has provided the pro forma
disclosures as required by SFAS 123 for the years ended November 30, 1999,
1998 and 1997.
Note 2:Merger and Recapitalization
On June 30, 1999, Jupiter Acquisition Corp. ("Merger Sub"), a Delaware
corporation and a wholly-owned subsidiary of Fremont Investors I, LLC
("Fremont Investors"), was merged (the "Merger") with and into the Company
pursuant to an Agreement and Plan of Recapitalization and Merger dated March
26, 1999 (the "Merger Agreement") by and among Merger Sub, the Company and
Fremont Investors. Pursuant to the Merger, the holders of all the issued and
outstanding shares of Juno common stock, $.01 par value per share, were
entitled to receive either $25 cash or one share of Juno common stock, $.001
par value per share, for each share of common stock issued and outstanding;
provided that this consideration was subject to proration, as such holders
were entitled to receive an aggregate of 2,400,000 shares of Juno common
stock. The Company funded this effective retirement of 16,242,527 shares of
the Company's common stock with a payment to stockholders in the aggregate of
approximately $406 million. The sources of this funding included the
Company's available cash and marketable securities, a $106 million preferred
stock investment by Fremont and key employees of Juno ("Preferred Stock"),
approximately $94.9 million of bank debt ("Bank Debt") and the issuance of
$125 million of subordinated debt ("Subordinated Debt"). In connection with
the Merger and Recapitalization the Company incurred approximately $9.9
million in transaction costs and $10.2 million of deferred financing costs.
Included in these costs were payments of approximately $4.9 million to Fremont
Investors.
Note 3:Inventories
Inventories consist of the following:
(in thousands)
- ------------------------------------------------------------------------------
November 30, 1999 1998
- ------------------------------------------------------------------------------
Finished goods $14,333 $13,164
Raw materials 14,984 14,951
- ------------------------------------------------------------------------------
Total $29,317 $28,115
==============================================================================
Work in process inventories are not significant in amount and are included in
finished goods.
Note 4:Accrued Liabilities
Accrued liabilities consist of the following:
(in thousands)
- ------------------------------------------------------------------------------
November 30, 1999 1998
- ------------------------------------------------------------------------------
Interest expense $ 7,711 $ -
Compensation and benefits 4,822 4,684
Promotional programs 1,838 1,634
Real estate taxes 843 884
Commissions 470 443
Other 588 452
- ------------------------------------------------------------------------------
Total $16,272 $ 8,097
==============================================================================
Note 5:Long-Term Debt
Long-term debt consists of the following:
(in thousands)
- ------------------------------------------------------------------------------
November 30, 1999 1998
- ------------------------------------------------------------------------------
Bank of America, N.A. and certain other lenders,
Tranche A Term Loan, payable in escalating installments
through November, 2005, plus interest at a variable rate,
generally approximating 3 month LIBOR plus 2.5% $ 38,000 $ -
Bank of America, N.A. and certain other lenders,
Tranche B Term Loan, payable in escalating installments
through November, 2006, plus interest at a variable rate,
generally approximating 3 month LIBOR plus 3.0% 48,000 -
Senior Subordinated Notes due July, 2009 plus interest
at 11 7/8%, net of discount of $877 124,123 -
Industrial Development Revenue Bond, payable in
escalating installments through December
2016, plus interest at a variable rate, generally
approximating 67% of prime. - $ 3,385
- ------------------------------------------------------------------------------
Less current maturities 3,330 120
- ------------------------------------------------------------------------------
Total long-term debt $206,793 $ 3,265
==============================================================================
In connection with the Merger, the Company entered into a senior credit
facility (the "Credit Facility") with Bank Of America, N.A., Credit Suisse
First Boston and certain other lenders providing (i) a $90 million term
facility consisting of a (a) $40 million tranche A term loan ("Term Loan A"),
and (b) $50 million tranche B term loan ("Term Loan B"), and (ii) a $35
million revolving credit facility (the "Revolving Credit Facility").
Borrowings under the Credit Facility bear interest, at the Company's option,
at a rate per annum equal to either the Eurodollar rate (the London InterBank
Offered Rate for eurodollar deposits as adjusted for statutory reserve
requirements) or a base rate plus variable applicable percentages. At
November 30, 1999 the nominal interest rates for Term Loan A and Term Loan B
were 8.01% and 8.51%, respectively. Term Loan A and Term Loan B are each
payable in separate quarterly installments commencing February 29, 2000.
Borrowings under the Revolving Credit Facility are due on November 30, 2005.
In addition, the Company issued $125 million principal amount of 11-7/8%
senior subordinated notes due July 1, 2009 (the "Notes") to qualified
institutional buyers under a private placement offering pursuant to Rule 144A
and Regulation S of the Securities Act, resulting in approximately $120.4
million in proceeds to the Company. Interest is payable on the Notes semi-
annually on January 1 and July 1 of each year commencing January 1, 2000. The
Notes are unsecured senior subordinated obligations of the Company,
subordinated in right of payment to all existing and future senior
indebtedness of the Company, including the Credit Facility. Each of the
aforementioned debt facilities contain restrictive covenants. The Secured
Credit Agreement requires the Company to maintain certain financial ratios, as
defined.
Relating to the Credit Facility and the Notes, the Company incurred
approximately $3.9 million and $6.3 million of financing fees, respectively,
which are being amortized over the life of the related debt.
The Credit Facility is collateralized by substantially all Company assets.
The aggregate amounts of existing long-term debt maturing in each of the next
five years are as follows: 2000 - $3,330,000; 2001 - $5,230,000; 2002 -
$6,180,000; 2003 - $8,080,000; 2004 - $8,080,000.
On June 30, 1999 the Company paid approximately $3.3 million to pay off an
Industrial Revenue Development Bond due in 2016. The early extinguishment
resulted in a charge of $149,000 consisting of the write-off of related
unamortized financing costs, which is included in selling, general and
administrative expenses.
Note 6: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, 1999 1998 1997
- ------------------------------------------------------------------------------
Current:
Federal $ 8,980 $12,621 $ 9,494
State 1,190 2,632 2,120
- ------------------------------------------------------------------------------
10,170 15,253 11,614
- ------------------------------------------------------------------------------
Deferred:
Federal (61) (528) (443)
State (8) (93) (81)
- ------------------------------------------------------------------------------
(69) (621) (524)
- ------------------------------------------------------------------------------
Total taxes on income $10,101 $14,632 $11,090
- ------------------------------------------------------------------------------
Deferred tax assets (liabilities) are comprised of the following:
(in thousands)
- ------------------------------------------------------------------------------
November 30, 1999 1998
- ------------------------------------------------------------------------------
Reserves for doubtful accounts $ 503 $ 451
Inventory costs capitalized for tax purposes 888 547
Compensation and benefits 1,014 993
Accrued warranty reserve 32 33
Accrued advertising 66 99
- ------------------------------------------------------------------------------
Deferred tax assets 2,503 2,123
- ------------------------------------------------------------------------------
Depreciation (1,391) (1,020)
Prepaid health and welfare costs (284) (328)
Basis difference of acquired assets (81) (87)
Capitalized interest (14) (15)
Real estate taxes (338) (347)
Unrealized holding gains - (640)
- ------------------------------------------------------------------------------
Deferred tax liabilities (2,108) (2,437)
- ------------------------------------------------------------------------------
Net deferred tax liability $ 395 $ (314)
==============================================================================
The following summary reconciles taxes at the federal statutory tax rate to
the Company's effective tax rate:
- ------------------------------------------------------------------------------
November 30, 1999 1998 1997
- ------------------------------------------------------------------------------
Income taxes at statutory rate 35.0% 35.0% 35.0%
Dividend exclusion and municipal interest (2.9) (3.5) (4.2)
State and local taxes, net of federal income
tax benefit 3.2 4.1 4.4
Other .6 (.1) .1
- ------------------------------------------------------------------------------
Effective tax rate 35.9% 35.5% 35.3%
==============================================================================
Note 7:Stock Based Compensation Plans
The Company maintains two stock-based compensation programs: a stock option
plan and a stock purchase plan. Prior to June 30, 1999, stock options were
issued under the 1993 Stock Option Plan. The 1993 Stock Option Plan ("the
1993 Plan") provided for the granting of stock options or stock appreciation
rights ("SAR") to certain key employees, including officers. Under the 1993
Plan, up to 600,000 shares of the Company's common stock may be issued upon
exercise of stock options, and SARs may be granted with respect to up to
600,000 shares of the Company's common stock. Effective June 30, 1999, the
1993 Plan was terminated and replaced by the 1999 Stock Award and Incentive
Plan ("the 1999 Plan"). At November 30, 1999, remaining options outstanding
under the 1993 Plan totaled 181,800. No further awards were made under the
1993 Plan and the remaining options outstanding vested upon cancellation of
the 1993 Plan. The Company's 1999 Plan provides for the granting of stock
options or stock appreciation rights ("SAR") to certain key employees,
including officers, directors (including non-employee directors), and
independent contractors. The stock option plan provides for the grant of
"incentive stock options" or "non-qualified stock options" as defined in
Section 422 of the Internal Revenue Code as amended. Under the 1999 Plan, up
to 940,000 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 940,000
shares of the Company's common stock. At November 30, 1999, a total of 536,350
shares were available for grant under the 1999 Plan. The per-share option
price for options granted under the stock option plan may not be less than
100% of the fair market value of the Company's common stock on the date of
grant.
The Company's stock purchase plan allows employees to purchase shares of the
Company's common stock through payroll deductions over a twelve month period.
The purchase price is equal to 85 percent of the fair market value of the
common stock on either the first or last day of the accumulation period,
whichever is lower. Purchases under the stock purchase plan are limited to
the lesser of $5,000 or 10% of an employees base salary. In connection with
the Company's stock purchase plan, 400,000 shares of common stock have been
reserved for future issuances. Under this stock purchase plan, 11,926 shares
of common stock were issued at $16.15 per share in fiscal 1999.
A summary of activity under the Company's stock option plan is as follows:
- ------------------------------------------------------------------------------
Weighted
Average
Options Exercise
Outstanding Price
- ------------------------------------------------------------------------------
Balance at November 30, 1996 325,000 $16.87
Options Granted 21,000 $16.16
Options Exercised (32,000) $16.00
Options Canceled (62,000) $16.76
- ------------------------------------------------------------------------------
Balance at November 30, 1997 252,000 $16.95
Options Granted 11,000 $22.06
Options Exercised (21,000) $17.47
Options Canceled (6,000) $15.58
- ------------------------------------------------------------------------------
Balance at November 30, 1998 236,000 $17.17
Options Granted 403,650 $25.00
Options Exercised (47,400) $17.69
Options Canceled (6,800) $17.76
- ------------------------------------------------------------------------------
Balance at November 30, 1999 585,450 $22.52
=============================================================================
A summary of outstanding and exercisable stock options as of November 30,
1999, is as follows:
Options Outstanding Options Exercisable
------------------------------------- ----------------------
Weighted
Averaged Weighted Weighted
Range of Remaining Average Average
Exercise Number of Contractual Exercise Number of Exercise
Prices Shares Life(in years) Price Shares Price
- -------- ------------------------------------- ----------------------
$14.44 81,800 6.0 $14.44 81,800 $14.44
$15.38 9,800 7.1 $15.38 9,800 $15.38
$16.69-$18.50 30,000 5.5 $18.44 30,000 $18.44
$19.63-$22.19 60,200 4.9 $20.07 60,200 $20.07
$25.00 403,650 9.6 $25.00 0 $25.00
------------------------------------- ----------------------
585,450 8.3 $22.52 181,800 $17.01
===================================== ======================
As permitted under SFAS 123, the Company has elected to continue to follow APB
Opinion No. 25 in accounting for stock-based awards.
Pro forma information regarding net income and earnings per share is required
by SFAS 123 for stock-based awards granted after November 30, 1995, as if the
Company had accounted for its stock-based awards under the fair value method
of SFAS 123. The fair value of the Company's stock-based awards was estimated
as of the date of grant using the Black-Scholes option pricing model.
The weighted average estimated grant date fair value, as defined by SFAS 123,
for options granted to employees during fiscal 1999, 1998 and 1997 was $13.25,
$8.52 and $7.54 per share, respectively, under the Company's Stock Option Plan
and $5.94, $4.88 and $4.77, respectively, under the Company's Stock Purchase
Plan. The fair value of the Company's stock-based awards was estimated
assuming the following weighted average assumptions:
- ------------------------------------------------------------------------------
1999 1998 1997
- ------------------------------------------------------------------------------
Expected life (in years) 8 8 8
Expected volatility 35.2% 35.9% 35.9%
Dividend yield 0.0% 2.0% 2.0%
Risk free interest rate 6.0% 4.7% 6.0%
Had the Company recorded compensation based on the estimated grant date fair
value, as defined by SFAS 123, for awards granted under its stock-based
compensation plans, the Company's net income available to common shareholders
and net income per share would have been reduced to the pro forma amounts
below for the years ended November 30, 1999, 1998 and 1997:
(in thousands except per share amounts)
- ------------------------------------------------------------------------------
1999 1998 1997
- ------------------------------------------------------------------------------
Net income available to common
shareholders as reported $13,740 $26,625 $20,303
Pro forma net income available to
common shareholders $13,324 $26,551 $20,223
Net income per share as reported
(Basic & diluted) $ 1.23 $ 1.43 $ 1.10
Pro forma net income per share
(Basic & diluted) $ 1.20 $ 1.43 $ 1.09
- ------------------------------------------------------------------------------
The pro forma effect on net income available to common shareholders and net
income per common share for 1999, 1998 and 1997 is not representative of the
pro forma effect on net income available to common shareholders in future
years because it does not take into consideration pro forma compensation
expense related to grants made prior to fiscal 1996.
Note 8: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 $221,000, $195,000 and $181,000 in 1999, 1998, and 1997,
respectively. In addition, the Company may make additional contributions at
the discretion of the Board of Directors. The Board authorized additional
contributions of $758,000, $807,000, and $598,000 in 1999, 1998 and 1997,
respectively.
Note 9:Series A Preferred Stock
On June 30, 1999, the Company issued 1,060,000 shares of Series A convertible
stock ("Preferred Stock") to Fremont Investors and certain employees of the
Company. Holders of the Preferred Stock are entitled to receive cumulative
quarterly dividends, whether or not declared by the Board of Directors, in an
amount equal to the greater of:
- dividends which would have been payable to the holders of Series A
Convertible Preferred Stock in such quarter had they converted
their Series A Convertible Preferred stock into Juno common stock
prior to the record date of dividends declared on the common stock
in such quarter, or
- the stated amount then in effect multiplied by 2%.
Through June 30, 2004, the dividends for the Preferred Stock will be payable
by an increase in the stated amount of such stock. After June 30, 2004, the
dividends will be paid in cash until redemption or conversion. The Preferred
Stock is convertible into shares of the Company's common stock at a rate of
$26.25 per share. Holders of Preferred Stock are entitled to vote for each
whole share of common stock that would be issuable to such holder upon the
conversion of all the shares of the Preferred Stock held by such holder on the
record date for the determination of stockholders entitled to vote.
Additionally, holders of Preferred Stock have preference to common
stockholders in the event of liquidation, dissolution, winding up or sale of
the Company.
Note 10:Business Segments and Geographical Information
The Company operates in one product segment - the design, manufacture and
marketing of lighting fixtures. The aggregation criteria for sales are based
on point of shipment while the aggregation criteria for assets
are based on their physical location.
Financial information by geographic area is as follows:
(in thousands)
November 30, 1999 1998 1997
- ----------------------------------------------------------------
Net Sales:
United States
(including Puerto Rico) $156,692 $151,603 $131,212
Canada 10,766 9,338 8,643
- ----------------------------------------------------------------
Total $167,458 $160,941 $139,855
================================================================
(in thousands)
November 30, 1999 1998 1997
- ----------------------------------------------------------------
Total Assets:
United States $125,099 $203,637 $182,148
Canada 5,535 5,202 5,241
- ----------------------------------------------------------------
Total $130,634 $208,839 $187,389
================================================================
Note 11:Commitments and Contingencies
Total minimum rentals under noncancelable operating leases for distribution
warehouse space and equipment at November 30, 1999 are as follows:
- ------------------------------------------------------------------------------
November 30, (in thousands)
- ------------------------------------------------------------------------------
2000 $1,149
2001 591
2002 510
2003 226
2004 55
- ------------------------------------------------------------------------------
Total $2,531
==============================================================================
Total rent expense charged to operations amounted to approximately $991,000,
$874,000, and $823,000 for the years ended November 30, 1999, 1998 and 1997,
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.
Note 12:Guarantors' Financial Information
The Company has issued and registered $125 million of Series B Senior
Subordinated Notes at 11-7/8% (the "Senior Subordinated Notes") under the
Securities Act of 1933, as amended (the "Act"). Pursuant to the registration
and issuance of the Senior Subordinated Notes under the Act, the Company's
domestic subsidiaries, Juno Manufacturing, Inc., Indy Lighting, Inc. and
Advanced Fiberoptic Technologies, Inc., will provide full and unconditional
senior subordinated guarantees for the Senior Subordinated Notes on a joint
and several basis.
Following is consolidating condensed financial information pertaining to the
Company ("Parent") and its subsidiary guarantors and subsidiary
non-guarantors.
For the Year Ended November 30, 1999
------------------------------------
(in thousands)
Guarantor Non-Guarantor Total
Parent Subsidiaries Subsidiaries Eliminations Consolidated
-------- ------------ ------------- ------------ ------------
Net sales $134,113 $138,733 $10,768 $(116,156) $167,458
Cost of sales 106,381 85,314 9,203 (116,966) 83,932
-------- ------------ ------------- ------------ ------------
Gross profit 27,732 53,419 1,565 810 83,526
Selling, general and
administrative 25,542 21,378 2,012 110 49,042
-------- ------------ ------------- ------------ ------------
Operating income (loss) 2,190 32,041 (447) 700 34,484
Other income(expense) (6,548) 327 (140) - (6,361)
-------- ------------ ------------- ------------ ------------
Income (loss) before
taxes on income (4,358) 32,368 (587) 700 28,123
Taxes on income (1,245) 11,612 (259) (7) 10,101
-------- ------------ ------------- ------------ ------------
Net income (loss) $ (3,113) $ 20,756 $ (328) $ 707 $ 18,022
-------- ------------ ------------- ------------ ------------
Less: preferred dividends (4,282) - - - (4,282)
-------- ------------ ------------- ------------ ------------
Net income (loss)
available to common
shareholders $ (7,395) $ 20,756 $ (328) $ 707 $ 13,740
======== ============ ============= ============ ============
For the Year Ended November 30, 1998
------------------------------------
(in thousands)
Guarantor Non-Guarantor Total
Parent Subsidiaries Subsidiaries Eliminations Consolidated
-------- ------------ ------------- ------------ ------------
Net sales $124,945 $102,924 $ 9,493 $(76,421) $160,941
Cost of sales 77,837 63,029 7,563 (68,547) 79,882
-------- ------------ ------------- ------------ ------------
Gross profit 47,108 39,895 1,930 ( 7,874) 81,059
Selling, general and
administrative 27,400 14,855 1,686 142 44,083
-------- ------------ ------------- ------------ ------------
Operating income 19,708 25,040 244 ( 8,016) 36,976
Other income(expense) 3,806 615 ( 144) 4 4,281
-------- ------------ ------------- ------------ ------------
Income before taxes
on income 23,514 25,655 100 (8,012) 41,257
Taxes on income 4,990 9,591 60 ( 9) 14,632
-------- ------------ ------------- ------------ ------------
Net income available
to common shareholders $ 18,524 $ 16,064 $ 40 $(8,003) $ 26,625
======== ============ ============= ============ ============
For the Year Ended November 30, 1997
------------------------------------
(in thousands)
Guarantor Non-Guarantor Total
Parent Subsidiaries Subsidiaries Eliminations Consolidated
-------- ------------ ------------- ------------ ------------
Net sales $109,684 $ 30,099 $ 8,643 $( 8,571) $139,855
Cost of sales 55,547 18,421 6,672 ( 8,759) 71,881
-------- ------------ ------------- ------------ ------------
Gross profit 54,137 11,678 1,971 188 67,974
Selling, general and
administrative 30,773 7,816 1,821 191 40,601
-------- ------------ ------------- ------------ ------------
Operating income 23,364 3,862 150 ( 3) 27,373
Other income(expense) 3,227 953 ( 156) ( 4) 4,020
-------- ------------ ------------- ------------ ------------
Income before taxes
on income (loss) 26,591 4,815 ( 6) ( 7) 31,393
Taxes on income 9,247 1,839 9 ( 5) 11,090
-------- ------------ ------------- ------------ ------------
Net income(loss)available
to common shareholders $ 17,344 $ 2,976 $( 15) $( 2) $ 20,303
======== ============ ============= ============ ============
November 30, 1999
-----------------
(in thousands)
Guarantor Non-Guarantor Total
Parent Subsidiaries Subsidiaries Eliminations Consolidated
-------- ------------ ------------- ------------ ------------
Cash $ 5,748 $ 2,827 $ 27 $ 30 $ 8,632
Marketable securities - - - - -
Accounts receivable, net 26,206 50,536 1,721 (51,664) 26,799
Inventories 18,879 16,458 1,507 (7,527) 29,317
Other current assets 3,390 480 79 193 4,142
-------- ------------ ------------- ------------ ------------
Total current assets 54,223 70,301 3,334 (58,968) 68,890
Property and equipment 10,393 54,490 2,656 (377) 67,162
Less accumulated depreciation (2,330) (16,871) (429) 270 (19,360)
-------- ------------ ------------- ------------ ------------
Net property and equipment 8,063 37,619 2,227 (107) 47,802
Other assets 73,819 76 1 (59,954) 13,942
-------- ------------ ------------- ------------ ------------
Total assets $136,105 $107,996 $ 5,562 $ (119,029) $ 130,634
======== ============ ============= ============ ============
Current liabilities $ 63,605 $ 11,816 $ 2,359 $ (51,442) $ 26,338
Other liabilities 208,372 - 2,177 ( 2,096) 208,453
-------- ------------ ------------- ------------ ------------
Total liabilities 271,977 11,816 4,536 (53,538) 234,791
Total stockholders' (deficit)
equity (135,872) 96,180 1,026 (65,491) (104,157)
-------- ------------ ------------- ------------ ------------
Total liabilities and
stockholders' equity $136,105 $107,996 $ 5,562 $ (119,029) $ 130,634
======== ============ ============= ============ ============
November 30, 1998
-----------------
(in thousands)
Guarantor Non-Guarantor Total
Parent Subsidiaries Subsidiaries Eliminations Consolidated
-------- ------------ ------------- ------------ ------------
Cash $ 9,066 $ 1,054 $ 349 $ 29 $ 10,498
Marketable securities 77,836 - - - 77,836
Accounts receivable, net 71,605 94,485 1,412 (142,925) 24,577
Inventories 19,528 15,472 1,354 (8,239) 28,115
Other current assets 4,222 769 50 - 5,041
-------- ------------ ------------- ------------ ------------
Total current assets 182,257 111,780 3,165 (151,135) 146,067
Property and equipment 10,107 49,330 2,521 (431) 61,527
Less accumulated depreciation (1,900) (13,422) (350) 321 (15,351)
-------- ------------ ------------- ------------ ------------
Net property and equipment 8,207 35,908 2,171 (110) 46,176
Other assets 76,798 59 - (60,261) 16,596
-------- ------------ ------------- ------------ ------------
Total assets $267,262 $147,747 $ 5,336 $ (211,506) $ 208,839
======== ============ ============= ============ ============
Current liabilities $ 95,706 $ 57,945 $ 1,903 $ (142,896) $ 12,658
Other liabilities 4,646 - 2,204 (2,117) 4,733
-------- ------------ ------------- ------------ ------------
Total liabilities 100,352 57,945 4,107 (145,013) 17,391
Total stockholders' equity 166,910 89,802 1,229 (66,493) 191,448
-------- ------------ ------------- ------------ ------------
Total liabilities and
stockholders' equity $267,262 $147,747 $ 5,336 $ (211,506) $ 208,839
======== ============ ============= ============ ============
For the Year Ended November 30, 1999
------------------------------------
(in thousands)
Guarantor Non-Guarantor Total
Parent Subsidiaries Subsidiaries Eliminations Consolidated
-------- ------------ ------------- ------------ ------------
Net cash provided by
operating activities $ 15,269 $ 7,205 $ (264) $ (25) $ 22,185
--------- ------------ ------------- ------------ ------------
Cash flows provided by (used in)
investing activities:
Capital expenditures (165) (5,335) (33) - (5,533)
Purchases of marketable
securities (63,966) (63,966)
Sales of marketable
securities 151,346 151,346
--------- ------------ ------------- ------------ ------------
Net cash provided by (used in)
investing activities 87,215 (5,335) (33) - 81,847
--------- ------------ ------------- ------------ ------------
Cash provided by (used in)
financing activities:
Principal payments on
long-term debt (12,264) (12,264)
Dividends paid (3,720) (3,720)
Proceeds from issuance of
preferred stock 106,000 106,000
Proceeds from subordinated
debt 124,103 124,103
Proceeds from bank debt 94,900 94,900
Common stock retired (415,948) (415,948)
Other financing activities 1,031 (26) 26 1,031
--------- ------------ ------------- ------------ ------------
Net cash used in financing
activities (105,898) - (26) 26 (105,898)
--------- ------------ ------------- ------------ ------------
Net increase (decrease)
in cash (3,414) 1,870 (323) 1 (1,866)
Cash at beginning of period 9,162 958 349 29 10,498
--------- ------------ ------------- ------------ ------------
Cash at end of period $ 5,748 $ 2,828 $ 26 $ 30 $ 8,632
========= ============ ============= ============ ============
For the Year Ended November 30, 1998
------------------------------------
(in thousands)
Guarantor Non-Guarantor Total
Parent Subsidiaries(1) Subsidiaries Eliminations Consolidated
-------- ------------ ------------- ------------ ------------
Net cash provided by
operating activities $ 20,301 $ 2,068 $ 207 $ ( 9) $ 22,567
--------- ------------ ------------- ------------ ------------
Cash flows provided by (used in)
investing activities
Capital expenditures ( 2,533) ( 2,760) - - ( 5,293)
Proceeds from sale of assets 4,605 - - - 4,605
Capital contributions - 100 10 (110) -
Purchases of marketable
securities ( 47,089) - - - ( 47,089)
Sales of marketable
securities 35,140 - - - 35,140
--------- ------------ ------------- ------------ ------------
Net cash used in
investing activities ( 9,877) ( 2,660) 10 (110) ( 12,637)
--------- ------------ ------------- ------------ ------------
Cash used in
financing activities:
Dividends paid ( 6,686) - - - ( 6,686)
Other financing activities 448 - ( 24) 24 448
--------- ------------ ------------- ------------ ------------
Net cash used in financing
activities ( 6,238) - ( 24) 24 ( 6,238)
--------- ------------ ------------- ------------ ------------
Net increase (decrease)
in cash 4,186 ( 592) 193 ( 95) 3,692
Cash at beginning of period 4,880 1,646 157 123 6,806
--------- ------------ ------------- ------------ ------------
Cash at end of period $ 9,066 $ 1,054 $ 350 $ 28 $ 10,498
========= ============ ============= ============ ============
- ------------------------
(1) In June 1998, the Company capitalized its guarantor subsidiary, Juno
Manufacturing, Inc., with a non-cash transfer of $49,415 of net assets principally
consisting of property and equipment and inventory.
For the Year Ended November 30, 1997
------------------------------------
(in thousands)
Guarantor Non-Guarantor Total
Parent Subsidiaries Subsidiaries Eliminations Consolidated
-------- ------------ ------------- ------------ ------------
Net cash provided by
operating activities $ 15,962 $ 1,062 $ 124 $ 52 $ 17,200
--------- ------------ ------------- ------------ ------------
Cash flows provided by (used in)
investing activities:
Capital expenditures ( 13,112) ( 114) - - ( 13,226)
Proceeds from sale of assets 4,322 - - - 4,322
Purchases of marketable
securities ( 22,514) - - - ( 22,514)
Sales of marketable
securities 23,807 - - - 23,807
--------- ------------ ------------- ------------ ------------
Net cash used in
investing activities ( 7,497) ( 114) - - ( 7,611)
--------- ------------ ------------- ------------ ------------
Cash used in
financing activities:
Dividends paid ( 5,925) - - - ( 5,925)
Other financing activities ( 331) - ( 22) 22 ( 331)
--------- ------------ ------------- ------------ ------------
Net cash used in financing
activities ( 6,256) - ( 22) 22 ( 6,256)
--------- ------------ ------------- ------------ ------------
Net increase in cash 2,209 948 102 74 3,333
Cash at beginning of period 2,671 698 55 49 3,473
--------- ------------ ------------- ------------ ------------
Cash at end of period $ 4,880 $ 1,646 $ 157 $ 123 $ 6,806
========= ============ ============= ============ ============
Note 13:Selected Quarterly Financial Data (Unaudited)
A summary of selected quarterly information for 1999 and 1998 is as follows:
(in thousands except per share amounts)
- ------------------------------------------------------------------------------
1999 Quarter Ended Feb. 28 May 31 Aug. 31 Nov. 30 Total*
Net Sales $37,277 $45,504 $42,979 $41,697 $167,458
Gross Profit 18,723 22,027 21,433 21,344 83,526
Net Income (Loss)
Available to Common
Shareholders 6,009 7,306 513 ( 88) 13,740
- ------------------------------------------------------------------------------
Net Income (Loss) Per
Common Share
(Basic and Diluted) $ .32 $ .39 $ .08 $ (.04) $ 1.23**
==============================================================================
(in thousands except per share amounts)
- ------------------------------------------------------------------------------
1998 Quarter Ended Feb. 28 May 31 Aug. 31 Nov. 30 Total*
Net Sales $34,386 $40,846 $44,419 $41,290 $160,941
Gross Profit 16,770 20,501 22,850 20,938 81,059
Net Income
Available to Common
Shareholders 4,766 6,822 8,050 6,988 26,625
- ------------------------------------------------------------------------------
Net Income Per Common Share
(Basic and Diluted) $ .26 $ .37 $ .43 $ .37 $ 1.43
==============================================================================
*Due to rounding differences, the totals for the fiscal years ended November
30, 1999 and 1998 may not equal the sum of the respective items for the four
quarters then ended.
**The total for the fiscal year ended November 30, 1999 does not equal the sum
of the quarterly items due to the change in the average number of shares
outstanding in connection with the merger and recapitalization of the Company.
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. Jaunich is Chairman of the Board and a director of Juno Lighting. He is
also President and Chief Executive Officer of Fremont Investors, a Managing
Director of Fremont Partners, a member of FP Advisors, L.L.C. ("FP Advisors")
and a Managing Director and a member of the Fremont Group. Mr. Williamson is
a director of Juno Lighting, and is also Vice President and Treasurer of
Fremont Investors, a Managing Director of Fremont Partners and a member of FP
Advisors. As a result of the Merger, Fremont Investors obtained control of
the Company in June 1999.
Julius Lewis and George M. Ball served as directors (and, in the case of Mr.
Lewis, as an officer) of Juno Lighting until June 1999. Mr. Lewis is a
partner of the law firm of Sonnenschein Nath & Rosenthal, which provided legal
services to the Company in fiscal 1999. Mr. Ball is the Chairman of Philpott,
Ball & Co., an investment banking firm that provided investment banking
services to the Company in fiscal 1999.
Pursuant to the Merger Agreement, the Company paid the reasonable out-of-
pocket expenses of Fremont Investors and Merger Sub incurred in connection
with the Merger Agreement and the transactions contemplated thereby. Such
expenses included attorney's fees and expenses of financial advisors and
consultants. In addition, the Company paid Fremont Parties L.L.C. transaction
fees and expenses of approximately $4.9 million in connection with the Merger.
The Company and Fremont Partners L.L.C. entered into a management services
agreement at the effective time of the Merger, pursuant to which agreement
Fremont Partners L.L.C. renders certain management services in connection with
the Company's business operations, including strategic planning, finance, tax
and accounting services. Juno pays Fremont Partners L.L.C. an annual
management fee of $325,000 to render such services. In fiscal 1999, the
Company incurred $135,000 pursuant to this agreement.
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 33 of this Annual Report on Form 10-K.
Report of Independent Accountants
---------------------------------
The Report of the Company's Independent Accountants,
PricewaterhouseCoopers LLP, dated January 13, 2000, on the
consolidated financial statements as of and for the fiscal years
ended November 30, 1999, November 30, 1998, and November 30,
1997, is filed as a part of this Annual Report on Form 10-K on
page 15.
14(a)(2). Financial Statement Schedule:
-----------------------------
The following financial statement schedule is submitted in
response to this Item 14(a)2 on page 40 of this Annual Report on
Form 10-K.
Schedule II - Valuation and Qualifying Accounts and Reserves.
Report of Independent Accountants Relating to Schedule.
-------------------------------------------------------
The Report of the Company's Independent Accountants,
PricewaterhouseCoopers LLP, on the financial statement schedule,
insofar as the information therein relates to November 30, 1999
and November 30, 1998 and the fiscal years then ended, is filed as
a part of this Annual Report on Form 10-K on page 36.
Schedules other than those noted above have been omitted because
they are either inapplicable or the information is contained
elsewhere in the Annual Report.
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 13, 2000, appearing on page 15 of this
1999 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.
PricewaterhouseCoopers LLP
Chicago, Illinois
January 13, 2000
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 PricewaterhouseCoopers LLP.
(ii) The following exhibits are incorporated herein by reference or
have been previously reported:
2.1 Agreement and Plan of Recapitalization and Merger
dated as of March 26, 1999 among Fremont Investors I,
LLC, Jupiter Acquisition Corp., and Juno Lighting,
Inc., filed as Exhibit 2 to the Company's Current
Report on Form 8-K (SEC File No. 0-11631) filed with
the Securities and Exchange Commission on March 29,
1999.
2.2 Purchase Agreement dated June 24, 1999 by and among
Juno Lighting, Inc., Juno Manufacturing, Inc., Indy
Lighting, Inc., Advanced Fiberoptic Technologies,
Inc., Banc of America Securities LLC and Credit Suisse
First Boston Corporation, filed as Exhibit 1.1 to the
Company's Registration Statement on Form S-4 (SEC File
No. 0-11631) filed with the Securities and Exchange
Commission on August 27, 1999.
3.1 Amended and Restated Certificate of Incorporation, as
amended, of Juno Lighting, Inc. filed as Exhibit 3.1
to the Company's Registration Statement on Form S-4
(SEC File No. 0-11631) filed with the Securities and
Exchange Commission on August 27,1999.
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.
4.1 Indenture, dated as of June 30, 1999, by and among
Juno Lighting, Inc., Juno Manufacturing, Inc., Indy
Lighting, Inc., Advanced Fiberoptic Technologies, Inc.
and Firstar Bank of Minnesota, N.A., as Trustee for
the 11 7/8% Senior Subordinated Notes due 2009, filed
as Exhibit 4.1 to the Company's Registration Statement
on Form S-4 (SEC File No. 0-11631) filed with the
Securities and Exchange Commission on August 27, 1999.
4.2 Registration Rights Agreement, dated as of June 30,
1999, by and among Juno Lighting, Inc., Juno
Manufacturing, Inc., Indy Lighting, Inc., Advanced
Fiberoptic Technologies, Inc., Banc of America
Securities LLC and Credit Suisse First Boston
Corporation, filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-4 (SEC File No.
0-11631) filed with the Securities and Exchange
Commission on August 27, 1999.
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.
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 Juno Lighting, Inc. 401(K) Plan, Amended and Restated
effective December 1, 1987, executed June 1, 1994.
10.3(a) Juno Lighting, Inc. 401(K) Trust, effective December
1, 1985, executed June 1, 1994.
10.3(b) Amendment to Juno Lighting, Inc. 401(K) Plan,
effective September 1, 1994, executed September 12,
1994.
10.4 Form of Change of Control Benefits Agreement, filed as
Exhibit 10.8 to the Company's Annual Report on Form
10-K/A (File No. 0-11631) for the fiscal year ended
November 30, 1998.
10.5 Management Services Agreement, dated as of June 30,
1999, by and between Juno Lighting, Inc. and Fremont
Partners, L.L.C., filed as Exhibit 10.9 to the
Company's Registration Statement on Form S-4 (SEC File
No. 0-11631) filed with the Securities and Exchange
Commission on August 27, 1999.
10.6 Credit Agreement, dated as of June 29, 1999, by and
among Juno Lighting, Inc. and Bank of America, N.A.,
Credit Suisse First Boston Corporation and certain
other lenders party thereto, filed as Exhibit 10.10 to
the Company's Registration Statement on Form S-4 (SEC
File No. 0-11631) filed with the Securities and
Exchange Commission on August 27, 1999.
10.7 1999 Stock Award and Incentive Plan, filed as Annex D
to the proxy statement/prospectus that formed a part
of the Registration Statement on Form S-4 (SEC File
No. 0-11631) filed with the Securities and Exchange
Commission on May 28, 1999.
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, 1999
were filed by the Company with the Securities and Exchange
Commission.
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,
2000.
JUNO LIGHTING, INC.
By: /s/Glenn R. Bordfeld
--------------------
Glenn R. Bordfeld
Chief Operating 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/Glenn R. Bordfeld Director and Chief February 25, 2000
- -------------------- Operating Officer
Glenn R. Bordfeld
/s/George J. Bilek Vice President, Finance February 25, 2000
- ------------------ and Treasurer (Principal
George J. Bilek Financial and Accounting
Officer)
/s/Robert Jaunich, II Director, Chairman of February 25, 2000
- --------------------- The Board
Robert Jaunich, II
/s/Mark N. Williamson Director February 25, 2000
- ---------------------
Mark N. Williamson
/s/Daniel Dalle Molle Director February 25, 2000
- ---------------------
Daniel Dalle Molle
JUNO LIGHTING, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
===============================================
Column A Column B Column C Column D Column E Column F
- -------- -------- -------- -------- -------- --------
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:
Allowance for doubtful accounts:
Year ended November 30, 1999 $1,205 $263 $ 88 $ 2 $1,382
Year ended November 30, 1998 907 812 510 (4) 1,205
Year ended November 30, 1997 554 929 574 (2) 907
- ----------------------------------
NOTE:
(a) Write off of bad debts, less recoveries.
(b) Foreign currency translation.
EXHIBIT INDEX
Exhibit
Number Page
- ------- ----
The following exhibits are filed herewith:
11.1 Computations of Net Income Per Common Share. 43
----
21.1 Subsidiaries of the Registrant. 44
----
23.1 Consent of PricewaterhouseCoopers LLP. 45
----
The following exhibits are incorporated herein by reference:
2.1 Agreement and Plan of Recapitalization and Merger dated ----
as of March 26, 1999 among Fremont Investors I, LLC,
Jupiter Acquisition Corp., and Juno Lighting, Inc.,
filed as Exhibit 2 to the Company's Current Report on
Form 8-K (SEC File No. 0-11631) filed with the Securities
and Exchange Commission on March 29, 1999.
2.2 Purchase Agreement dated June 24, 1999 by and among Juno ----
Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting,
Inc., Advanced Fiberoptic Technologies, Inc., Banc of
America Securities LLC and Credit Suisse First Boston
Corporation, filed as Exhibit 1.1 to the Company's
Registration Statement on Form S-4 (SEC File No. 0-11631)
filed with the Securities and Exchange Commission on
August 27, 1999.
3.1 Amended and Restated Certificate of Incorporation, ----
as amended, of Juno Lighting, Inc. filed as Exhibit 3.1
to the Company's Registration Statement on Form S-4 (SEC
File No. 0-11631) filed with the Securities and Exchange
Commission on August 27, 1999.
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.
4.1 Indenture, dated as of June 30, 1999, by and among Juno ----
Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting,
Inc., Advanced Fiberoptic Technologies, Inc. and Firstar
Bank of Minnesota, N.A., as Trustee for the 11 7/8% Senior
Subordinated Notes due 2009, filed as Exhibit 4.1 to the
Company's Registration Statement on Form S-4 (SEC File No.
0-11631) filed with the Securities and Exchange Commission
on August 27, 1999.
4.2 Registration Rights Agreement, dated as of June 30, 1999, ----
by and among Juno Lighting, Inc., Juno Manufacturing, Inc.,
Indy Lighting, Inc., Advanced Fiberoptic Technologies,
Inc., Banc of America Securities LLC and Credit Suisse
First Boston Corporation, filed as Exhibit 4.2 to the
Company's Registration Statement on Form S-4 (SEC File
No. 0-11631) filed with the Securities and Exchange
Commission on August 27, 1999.
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.
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 Juno Lighting, Inc. 401(K) Plan, Amended and Restated ----
effective December 1, 1987, executed June 1, 1994.
10.3(a) Juno Lighting, Inc. 401(K) Trust, effective December 1, ----
1985, executed June 1, 1994.
10.3(b) Amendment to Juno Lighting, Inc. 401(K) Plan, effective ----
September 1, 1994, executed September 12, 1994.
10.4 Form of Change of Control Benefits Agreement, filed as ----
Exhibit 10.8 to the Company's Annual Report on Form
10-K/A (File No. 0-11631) for the fiscal year ended
November 30, 1998.
10.5 Management Services Agreement, dated as of June 30, ----
1999, by and between Juno Lighting, Inc. and Fremont
Partners, L.L.C., filed as Exhibit 10.9 to the Company's
Registration Statement on Form S-4 (SEC File No.
0-11631) filed with the Securities and Exchange
Commission on August 27, 1999.
10.6 Credit Agreement, dated as of June 29, 1999, by and ----
among Juno Lighting, Inc. and Bank of America, N.A., Credit
Suisse First Boston Corporation and certain other
lenders party thereto, filed as Exhibit 10.10 to the
Company's Registration Statement on Form S-4 (SEC File
No. 0-11631) filed with the Securities and Exchange
Commission on August 27, 1999.
10.7 1999 Stock Award and Incentive Plan, filed as Annex D ----
to the proxy statement/prospectus that formed a part
of the Registration Statement on Form S-4 (SEC File No.
0-11631) filed with the Securities and Exchange
Commission on May 28, 1999.
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).
Exhibit 11.1
JUNO LIGHTING, INC. AND SUBSIDIARIES
COMPUTATIONS OF NET INCOME PER COMMON SHARE
===========================================
1999 1998 1997
----------- ----------- -----------
Average number of common shares
outstanding during the year 11,127,286 18,576,015 18,522,270
----------- ----------- -----------
Common equivalents:
Shares issuable under
outstanding options 141,862 178,962 148,153
Shares which could have
been purchased based
on the average market
value for the period 130,630 140,114 129,588
----------- ----------- -----------
Shares for the portion of the
period that the options
were outstanding 11,232 38,848 18,565
Average number of common and
common equivalent shares
outstanding during the year 11,138,518 18,614,863 18,540,835
=========== =========== ===========
NET INCOME available to $13,739,828 $26,625,368 $20,303,252
common shareholders
=========== =========== ===========
NET INCOME PER COMMON SHARE
(Basic and Diluted) $1.23 $1.43 $1.10
===== ===== =====
Exhibit 21.1
SUBSIDIARIES OF JUNO LIGHTING, INC.
State or Jurisdiction
Name of Subsidiary of Incorporation
- ------------------ ---------------------
Juno Manufacturing, Inc. Illinois
Indy Lighting, Inc. Indiana
Juno Lighting, Ltd. Canada
Advanced Fiberoptic
Technologies, Inc. Florida
Exhibit 23.1
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-87290 and 333-93659) of Juno Lighting, Inc.
of our report dated January 13, 2000 appearing on page 15 of this Annual Report
on Form 10-K of Juno Lighting, Inc. for the fiscal year ended November 30,
1999. We also consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page 36 of this Form 10-K.
PricewaterhouseCoopers LLP
Chicago, Illinois
February 25, 2000