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SECURITIES AND EXCHANGE C0MMISSION
Washington, D.C. 20549
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FORM 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, 2001
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 .
--- ---
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 No X .
--- ---
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, 2002: $21,575,002.
At January 31, 2002, 2,500,389 shares of common stock were outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
1. Registrant's Proxy Statement for its 2002 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 93% of the Company's sales in fiscal 2001 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 its production facilities. Inventories are maintained at three
production and distribution facilities located near Chicago, Indianapolis and
Toronto and at distribution facilities near Atlanta, Dallas, Los Angeles and
Philadelphia.
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
- --------
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. In 2001 the Company
introduced a new line of high performance recessed lighting targeted for
custom homes. Marketed under the ACULUX name, these highly efficient
luminaires create more precise/dramatic lighting effects from fixtures that
quietly blend in with the architecture.
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. In 2001 Juno introduced
the Silver Collection which features popular trac fixtures and recessed trims
in an attractive hand brushed satin chrome finish. The Company also has a
line of track lighting produced under the name of Trac-Lites 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. In 2001 the Company introduced a
new line of energy efficient metal halide trac fixtures for retail and
commercial display lighting. Marketed under the MH2 name, the series
incorporates a modular ballast pack with a series of innovative spotlight,
flood and pendant fixtures. MH2 significantly lowers energy and maintenance
costs while dramatically rendering merchandise and displayed objects with
outstanding color, dimension and sparkle.
The Company also produces and markets a series of track lighting products
under the names Trac 12 and Flex 12. Trac 12 is a low voltage track lighting
system featuring small individual fixtures and a miniature lamp holder used in
linear lighting applications. Flex 12, which was introduced in 2000, is also
a low voltage track lighting system that features a track that can be curved
in a variety of shapes. A series of miniature fixtures were introduced to
accompany this flexible system for commercial and residential lighting
applications.
Through an acquisition that occurred in August 2001, Juno became a
supplier of High Intensity Discharge (HID) lighting products for commercial
and industrial applications principally in Canada. Indoor lighting products
include high and low bay luminaires designed to illuminate large spaces such
as factories, warehouses, indoor sports arenas and retail stores. Outdoor
lighting products include area, flood, building and canopy mount luminaires to
provide security lighting, to illuminate building facades, parking garages and
parking lots. Marketed under the Acculite brand, these products are
characterized by high quality construction and superior photometric
performance to facilitate lower installation and operating costs.
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, Illinois
plant and Indianapolis, Indiana 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 $4,973,000, $4,696,000, and $4,739,000 on
research, development and testing of new products and development of related
tooling in fiscal 2001, 2000, and 1999, 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, Illinois and Indianapolis, Indiana plants 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
- ------------------------------
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 2001.
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. The Company
estimates that there are more than fifty manufacturers of competing track and
recessed lighting products. The Company competes not only with manufacturers
in its own fields, but also with manufacturers of a variety of fluorescent 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, 2001, 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 2004, respectively.
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, Canada which have, in the aggregate,
approximately 140,700 square feet of floor space and a 130,000 square foot
assembly and general office facility in Indianapolis, Indiana for its Indy
Lighting, Inc. subsidiary. The Company leases three additional distribution
warehouses for relatively short terms which have, in the aggregate,
approximately 119,000 square feet of floor space. These warehouse leases call
for an aggregate annual rental of approximately $672,000. 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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None.
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, 2002:
Name Age Positions Held
T. Tracy Bilbrough 45 President and Chief Executive Officer
Glenn R. Bordfeld 55 Executive Vice President and Chief Operating
Officer; President of Juno Lighting Division
George J. Bilek 47 Vice President, Finance, Secretary and
Treasurer
W. Allen Fromm 55 Vice President, Purchasing
Charles F. Huber 60 Vice President, Engineering and
Special Projects
Jacques P. LeFevre 46 Vice President; President of
Indy Lighting, Inc.
Daniel S. Macsherry 42 Vice President, Business Development
Scott L. Roos 44 Vice President, Product Management
& Development
Richard B. Stam 40 Vice President, Sales
T. Tracy Bilbrough has served as Chief Executive Officer and director
since May 2000. From September 1997 to May 2000 he was President - Commercial
Division of Thomas & Betts Corporation, a manufacturer of electrical and
electronic components. From October 1995 to September 1997 he was President -
Eastern Hemisphere of Black & Decker Corporation, a manufacturer of power
tools, plumbing fixtures and various other hardware products and accessories.
Glenn R. Bordfeld has been Executive Vice President, Chief Operating
Officer and President, Juno Lighting Division since May 2000 and served as a
director from July 1999 until May 2000. From January 1999 to May 2000 he was
President, Chief Operating Officer of the Company. 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 and was appointed Secretary as of March 2001. He was employed by
the Company as its Comptroller from September 1985 to April 1990.
W. Allen Fromm joined the Company as Vice President, Purchasing in April
2001. From 1996 through 2001, he was Global Commodity Director for Black &
Decker Corporation. Prior to 1996 he held various roles of increasing
responsibility in marketing and global product development for Black & Decker
and DeWalt Professional Power Tools, a division of Black & Decker.
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.
Daniel S. Macsherry joined the company as Vice President, Business
Development in October 2000. From December 1998 to September 2000 he was
Director of Finance for Stanley Fastening Systems a division of the Stanley
Works and a manufacturer of pneumatic tools and accessories. He was the
Director of Business Planning and Analysis at DeWalt Professional Power Tools,
a division of Black & Decker Corporation, from 1996 to 1998. From 1983
through 1995 he held various financial roles of increasing responsibility
supporting operations at Black & Decker.
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.
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 Company's Common Stock is being traded on The Nasdaq SmallCap Market.
Prior to August 3, 2000, the Company's Common Stock was traded on the Nasdaq
National Market.
As of January 31, 2002 there were approximately 1,400 holders of record of
Common Stock.
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.
Fiscal 2001 Fiscal 2000
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High Low High Low
---- --- ---- --
First Quarter 6.88 4.94 11.50 9.00
Second Quarter 10.79 6.00 10.00 6.63
Third Quarter 10.89 9.80 7.00 3.75
Fourth Quarter 10.58 8.80 6.25 4.75
Sale of Unregistered Securities
On December 20, 2000, the Company sold 26,666 unregistered shares of its
Common Stock to T. Tracy Bilbrough, the Company's President and Chief
Executive Officer, for an aggregate price of $199,995.00. The Company
received $26.67 and a promissory note executed by Mr. Bilbrough in favor of
the Company in the amount of $199,968.33 as consideration for the sale of
these shares. This sale of securities was exempt from registration based on
Section 4(2) of the Securities Act of 1933 because it was a transaction by the
issuer that did not involve a public offering.
ITEM 6. SELECTED FINANCIAL DATA
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FINANCIAL HIGHLIGHTS
(in thousands except per share amounts)
Year ended November 30, 2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Net Sales $179,947 $173,988 $167,458 $160,941 $139,855
Gross Profit 91,144 85,565 83,526 81,059 67,974
Net Income 9,344 7,381 18,022 26,625 20,303
Net (Loss) Income
Available to
Common Shareholders (526) (1,717) 13,740 26,625 20,303
Percent of Net (Loss)
Income Available to
Common Shareholders
to Net Sales (.29)% (1.0)% 8.20% 16.5% 14.5%
Net (Loss) Income Per
Common Share
Basic (.21) (.71) 1.23 1.43 1.10
Diluted (.21) (.71) 1.23 1.43 1.10
Cash Dividends Per Common
Share - - .20 .36 .32
Total Assets 119,143 117,434 130,634 208,839 187,389
Long - Term Debt 167,742 182,665 206,793 3,265 3,385
Stockholders' (Deficit)
Equity (87,550) (96,768) (104,157) 191,448 170,630
Stockholders' (Deficit)
Equity Per
Common Share (35.01) (39.61) (43.18) 10.30 9.19
Working Capital 20,217 30,094 42,722 133,409 110,876
Current Ratio 1.6 to 1 2.0 to 1 2.6 to 1 11.5 to 1 10.5 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 and operating
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 2001 Compared to Fiscal 2000. For the fiscal year ended November 30,
2001, net sales increased approximately $5,959,000 or 3.4% to $179,947,000
from $173,988,000 for the like period in 2000. Approximately $1,600,000 of
the increase in sales is due to Acculite, a manufacturer of HID lighting
fixtures located in Kitchener, Ontario, Canada, that was acquired by Juno on
August 28, 2001. In management's opinion, the remainder of the increase is
due primarily to new products that were introduced in the last half of fiscal
2000 and in the first half of fiscal 2001. Sales through Juno's Canadian
subsidiary (which includes the Acculite division) increased 11.2% to
$12,426,000 for the fiscal year ended November 30, 2001 compared to
$11,179,000 for the like period in 2000.
Gross profit expressed as a percentage of sales increased to 50.7% in fiscal
2001 compared to 49.2% in fiscal 2000. This increase was due primarily to
productivity improvements from the process re-engineering project.
Selling, general and administrative expenses expressed as a percentage of
sales increased to 31.2% in fiscal 2001 compared to 29.7% in fiscal 2000 due
primarily to costs incurred of approximately $1,350,000 for the process re-
engineering project, $175,000 for the settlement of a legal case,
approximately $2,000,000 for additional promotion expenses in connection with
several programs designed to increase revenue for the year, and $850,000 for
administrative salaries (including $210,000 for severance payments; $350,000
for salaries of executives hired in the second half of fiscal 2000; and
$200,000 for the fiscal 2001 management incentive program).
Interest expense was $19,930,000 for fiscal 2001 compared to $22,597,000 for
2000. This decrease is due to the reduction in debt from $186,557,000 at
November 30, 2000 to $176,803,000 at November 30, 2001 and reductions in
interest rates on the Company's floating rate debt.
Fiscal 2000 Compared to Fiscal 1999. For the fiscal year ended November 30,
2000, net sales increased approximately $6,530,000 or 3.9% to $173,988,000
from $167,458,000 for the like period in 1999. In management's opinion, this
increase is due primarily to new products that were introduced in the latter
part of fiscal 1999 and in the first half of fiscal 2000. Sales through
Juno's Canadian subsidiary increased 3.9% to $11,179,000 for the fiscal year
ended November 30, 2000 compared to $10,764,000 for the like period in 1999.
Gross profit expressed as a percentage of sales decreased to 49.2% in fiscal
2000 compared to 49.9% in fiscal 1999. This decrease was due in part to a
change in sales mix which caused the percentage of direct material to sales to
be higher.
Selling, general and administrative expenses expressed as a percentage of
sales increased to 29.7% in fiscal 2000 compared to 29.3% in fiscal 1999. In
fiscal 2000 charges for depreciation and amortization increased by $1,037,000
over fiscal 1999. This was due primarily to the amortization of deferred
financing costs associated with long-term debt incurred from the June, 1999
merger of Jupiter Acquisition Corp., a Delaware company and a wholly-owned
subsidiary of Fremont Investors I, LLC with and into the Company (the"Merger")
and to a lesser degree from depreciation of computer hardware and software
associated with the fiscal 1999 implementation of the Company's enterprise
resource planning system. Information describing the Merger can be found in
the Company's financial statements and accompanying notes thereto appearing
elsewhere in this document.
Interest expense was $22,597,000 for fiscal 2000 compared to $9,588,000 for
1999. The increase reflects interest related to borrowings used to finance
the Merger in the third quarter of 1999.
The preferred stock dividend was $9,098,000 in fiscal 2000 compared to
$4,282,000 in fiscal 1999. This increase is due to the fact that the fiscal
2000 amount reflects a full year of dividends payable in kind at a rate of 2%
compounded quarterly compared to one-half of the year for 1999.
The weighted average number of shares outstanding decreased to approximately
2.4 million in 2000 compared to 11.1 million in 1999. The Merger resulted in
the effective retirement of approximately 16.2 million shares of the Company's
common stock. The weighted average number of shares calculation for 1999
included seven months of the year with approximately 18.6 million shares
outstanding and five months with approximately 2.4 million shares outstanding.
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 2001 The Company generated positive net cash flow provided by operating
activities of $17,993,000 comprised principally of net income, depreciation
and amortization, deferred charges, decreases in inventory, and an increase in
accrued liabilities,(collectively aggregating $22,883,000), net of a decrease
to the allowance for doubtful accounts and accounts payable and increases in
accounts receivable, prepaid expenses and other assets, (collectively
aggregating $4,890,000).
Net cash used in investing activities amounted to $11,870,000 and was used to
finance capital expenditures of $2,796,000, and make payments of $3,220,000
associated with licensing certain intellectual property rights. In addition,
on August 28, 2001 the Company purchased the net assets of Acculite Mfg., Inc.
and two of its affiliates, manufacturers and marketers of HID (High Intensity
Discharge) lighting fixtures for commercial and industrial use for $5,900,000
in cash. The acquisition was financed using the Company's existing senior
credit facility with Bank of America, N.A., Credit Suisse First Boston and
certain other lenders (the "Senior Credit Facility"). The purchase agreement
calls for an additional payment of up to approximately $1,305,000, due at the
end of the first twenty-four months after acquisition contingent upon this
division attaining certain operating objectives. As a result of this
acquisition, the Company recorded additional working capital of $1,889,000 and
goodwill of $3,965,000.
The net cash used in financing activities of $9,660,000 consisted primarily of
principal payments on the Senior Credit Facility of $52,515,000 less proceeds
from the $35 million revolving credit facility with Bank of America, N.A.,
Credit Suisse First Boston and certain other lenders (the "Revolving Credit
Facility")of $42,700,000.
Prior to the Merger, the Company historically had funded its operations
principally from cash generated from operations and available cash. 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 $125
million principal amount of 11-7/8% senior subordinated notes due July 1, 2009
issued by the Company (the "Subordinated Debt" or "Notes"), both entered into
in connection with the Merger, represent significant liquidity requirements
for the Company. As of November 30, 2001, the Company had cash of
approximately $1.3 million, a $5.3 million balance on the Company's Revolving
Credit Facility and total term debt of approximately $171.5 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 an outstanding balance on November 30, 2001 of
$5.3 million. 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 2000 The Company generated positive net cash flow provided by operating
activities of $22,275,000 comprised principally of net income, depreciation
and amortization, deferred charges, decreases in inventory, accounts
receivable, prepaid expenses and other assets and an increase in accounts
payable,(collectively aggregating $22,506,000), net of a decrease to the
allowance for doubtful accounts of $231,000.
Net cash flow used in investing activities amounted to $2,468,000 comprised of
capital expenditures for fiscal 2000.
Net cash flow used in financing activities amounted to $23,622,000 due
primarily to principal payments on long-term debt of $23,620,000.
As of November 30, 2000, the Company had cash of approximately $4.8 million
and total indebtedness of approximately $186.6 million.
The Company's $35 million Revolving Credit Facility was available to finance
its working capital and had no outstanding balance on November 30, 2000.
As of May 31, 2000, the Company was not in compliance with a requirement of
the Secured Credit Agreement for maintaining a minimum ratio of EBITDA to
Interest Expense, as defined. On June 30, 2000, the lenders agreed to waive
compliance with this requirement for the quarter ended May 31, 2000 and
modified this and other financial ratios for the remainder of the term.
Fiscal 1999 The Company generated positive net cash flow provided by 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 provided by 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 was 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.
As of November 30, 1999, the Company had cash of approximately $8.6 million
and total indebtedness of approximately $210.1 million.
The Company had no outstanding balance on its Revolving Credit Facility on
November 30, 1999.
Other Matters
Recently Issued Accounting Standards
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial Statements."
This bulletin addresses appropriate revenue recognition practices in the
application of generally accepted accounting principles in financial
statements. The Company adopted this standard in the first quarter of fiscal
2001. The Company concluded that no changes to existing revenue recognition
practices was warranted.
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). The Company adopted this
standard in the first quarter of fiscal 2001. This standard requires, among
other things, that all derivatives be carried on the balance sheet at fair
value. The Company has certain interest rate swap agreements that qualify as
derivative instruments and are further discussed in Item 7A below.
In June 2001, the FASB issued SFAS 141, "Business Combinations". This
standard applies to acquisitions after June 30, 2001 and requires, among other
things, that purchase accounting be followed. Accordingly, the Company
applied this standard to the acquisition of Acculite Manufacturing.
Consistent with this standard, the resulting goodwill from the acquisition of
$3,965,000 was not subject to amortization.
In June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible
Assets". This standard addresses the accounting for goodwill and other
intangible assets that have been historically been subject to annual
amortization over their estimated useful lives. In October 2001, the FASB
issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets". This standard establishes a single accounting model for long-lived
assets. The Company plans to adopt these standards in the first quarter of
fiscal 2002. Management has considered these standards and does not expect
the effects of these standards on the financial statements to be significant.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- --------------------------------------------------------------------
The Company entered into two interest rate swap agreements resulting in net
expense for the fiscal year ended November 30, 2001 of $472,000 based on the
swaps' estimated market values as of November 30, 2001. Detailed information
concerning the terms of these swaps can be found in the Company's audited
Financial Statements and notes thereto appearing elsewhere in this document.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA PAGE
- ----------------------------------------------------- ----
Index to Financial Statements
Financial Statements:
Report of Independent Accountants 14
Consolidated Statements of Income for the
three years ended November 30, 2001 15
Consolidated Balance Sheets at November 30,
2001 and 2000 16-17
Consolidated Statements of Stockholders' Equity (Deficit)
for the three years ended November 30, 2001 18
Consolidated Statements of Cash Flows for the
three years ended November 30, 2001 19
Notes to Consolidated Financial Statements 20-33
Selected Quarterly Financial Data (Unaudited) 33
Financial Statement Schedule:
Valuation and Qualifying Accounts
for the three years ended November 30, 2001 39
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, 2001 and 2000, and
the results of their operations and their cash flows for each of the three
years in the period ended November 30, 2001, in conformity with accounting
principles generally accepted in the United States of America. 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 of America 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 9, 2002
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except share amounts)
- ------------------------------------------------------------------------------
Year ended November 30, 2001 2000 1999
- ------------------------------------------------------------------------------
Net sales $179,947 $173,988 $167,458
Cost of sales 88,803 88,423 83,932
- ------------------------------------------------------------------------------
Gross profit 91,144 85,565 83,526
Selling, general and administrative 56,057 51,693 49,042
- ------------------------------------------------------------------------------
Operating income 35,087 33,872 34,484
- ------------------------------------------------------------------------------
Other (expense) income:
Interest expense (19,930) (22,597) (9,588)
Interest and dividend income 158 271 3,752
Miscellaneous (404) 13 (525)
- ------------------------------------------------------------------------------
Total other (expense) income (20,176) (22,313) (6,361)
- ------------------------------------------------------------------------------
Income before taxes on income 14,911 11,559 28,123
Taxes on income 5,567 4,178 10,101
- ------------------------------------------------------------------------------
Net income 9,344 7,381 18,022
Less: Preferred dividends 9,870 9,098 4,282
- ------------------------------------------------------------------------------
Net (loss) income available to
common shareholders $ (526) $(1,717) $ 13,740
==============================================================================
Net (loss) income per common share
(Basic and diluted) $ (.21) $ (.71) $ 1.23
=============================================================================
Weighted average number of shares
outstanding - Basic 2,481,928 2,426,490 11,127,286
Weighted average number of shares
outstanding - Diluted 2,481,928 2,426,490 11,138,518
==============================================================================
See notes to consolidated financial statements.
CONSOLIDATED BALANCE SHEETS
(in thousands)
- ------------------------------------------------------------------------------
November 30, 2001 2000
- ------------------------------------------------------------------------------
Assets
Current:
Cash $ 1,280 $ 4,817
Accounts receivable, less allowance for doubtful
accounts of $977 and $1,151 30,348 26,527
Inventories, net 20,735 24,208
Prepaid expenses and miscellaneous 4,552 3,904
- ------------------------------------------------------------------------------
Total current assets 56,915 59,456
- ------------------------------------------------------------------------------
Property and equipment:
Land 7,264 7,278
Building and improvements 33,231 32,946
Tools and dies 11,380 9,946
Machinery and equipment 7,644 6,989
Computer equipment 7,783 7,390
Office furniture and equipment 3,108 2,909
- ------------------------------------------------------------------------------
70,410 67,458
Less accumulated depreciation (26,521) (22,091)
- ------------------------------------------------------------------------------
Net property and equipment 43,889 45,367
- ------------------------------------------------------------------------------
Other assets:
Goodwill and other intangibles,
net of accumulated amortization of
$1,975 and $1,782 7,835 3,970
Deferred financing costs, net of accumulated
amortization of $3,124 and $1,822 7,219 8,521
Miscellaneous 3,285 120
- ------------------------------------------------------------------------------
Total other assets 18,339 12,611
- ------------------------------------------------------------------------------
Total assets $119,143 $117,434
==============================================================================
CONSOLIDATED BALANCE SHEETS
(in thousands)
- ------------------------------------------------------------------------------
November 30, 2001 2000
- ------------------------------------------------------------------------------
Liabilities
Current:
Accounts payable $ 8,668 $ 9,215
Accrued liabilities 18,969 16,255
Short term borrowings 5,350 -
Current maturities of long-term debt 3,711 3,892
- ------------------------------------------------------------------------------
Total current liabilities 36,698 29,362
- ------------------------------------------------------------------------------
Long-term debt, less current maturities 167,742 182,665
- ------------------------------------------------------------------------------
Deferred income taxes payable 2,253 2,175
- ------------------------------------------------------------------------------
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, Series A and B convertible $.001
par value, $100 stated value, 5,000,000 shares
authorized and 1,063,500 shares issued. 129,600 119,730
Common stock, $.001 par value;
Shares authorized 45,000,000;
Issued 2,500,389 and 2,443,248 2 2
Paid-in capital 674 319
Accumulated other comprehensive loss (1,043) (762)
Shareholder note receivable (200) -
Accumulated deficit (216,583) (216,057)
- ------------------------------------------------------------------------------
Total stockholders' deficit (87,550) (96,768)
- ------------------------------------------------------------------------------
Total liabilities and stockholders' equity $119,143 $117,434
==============================================================================
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (in thousands)
- --------------------------------------------------------------------------------------------------------------------------------
Years ended November 30, 1999, 2000 and 2001 Series A and B
Preferred Accumulated Retained
Common Stock Stock Other Shareholder Earnings/
Amount Paid-In Amount Comprehensive Note (Accumulated
$.001 PAR Capital $.001 PAR Income (Loss) Receivable Deficit) Total
--------- ------- --------- ------------ --------- --------- --------
Balance, December 1, 1998 $186 $5,484 $ - $604 $ - $185,174 $191,448
Comprehensive income:
Net income for 1999 - - - - - 18,022 18,022
Gain on foreign currency translation - - - 125 - - 125
Change in unrealized holding gains - - - (1,259) - - (1,259)
-------
Comprehensive income 16,888
=======
Purchase of common stock and
exercise of stock options - 1,031 - - - - 1,031
Tax benefit of stock options exercised - 144 - - - - 144
Cash dividend ($.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)
- ------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
Net income for 2000 - - - - - 7,381 7,381
Loss on foreign currency translation - - - (232) - - (232)
-------
Comprehensive income 7,149
=======
Purchase of common stock and
exercise of stock options - 159 - - - - 159
Preferred shares Series B issued - (261) 350 - - - 89
Preferred stock dividend - - 9,098 - - (9,098) -
Common stock retirement - - - - - (8) (8)
- ------------------------------------------------------------------------------------------------------------------------
Balance, November 30, 2000 2 319 119,730 (762) - (216,057) (96,768)
- ------------------------------------------------------------------------------------------------------------------------
Comprehensive income:
Net income for 2001 - - - - - 9,344 9,344
Loss on foreign currency translation - - - (281) - - (281)
-------
Comprehensive income 9,063
=======
Issuance of shareholder note receivable - - - - (200) - (200)
Purchase of common stock and
exercise of stock options - 355 - - - - 355
Preferred stock dividend - - 9,870 - - (9,870) -
- ------------------------------------------------------------------------------------------------------------------------
Balance, November 30, 2001 $ 2 $ 674 $129,600 $(1,043) $(200) $(216,583) $(87,550)
- ------------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOW
(in thousands)
- ------------------------------------------------------------------------------
Year ended November 30, 2001 2000 1999
- ------------------------------------------------------------------------------
Net income $9,344 $7,381 $18,022
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 6,068 6,226 4,814
Loss on sale of assets - 81 606
(Decrease) increase in allowance for
doubtful accounts (174) (231) 177
Deferred income taxes 78 345 362
Deferred compensation 72 107 -
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (3,192) 271 (2,274)
Decrease (increase) in inventories 4,613 5,109 (1,202)
(Increase) decrease in prepaid expenses (621) 238 1,539
(Increase) decrease in other assets (113) 116 (10,303)
(Decrease) increase in accounts payable (790) 2,649 2,125
Increase (decrease) in accrued liabilities 2,708 (17) 8,319
- ------------------------------------------------------------------------------
Net cash provided by operating activities 17,993 22,275 22,185
- ------------------------------------------------------------------------------
Cash flows (used in) provided by investing activities:
Purchases of marketable securities - - (63,966)
Proceeds from sales of marketable securities - - 151,346
Capital expenditures (2,796) (2,468) (5,533)
License - lighting technology (3,220) - -
Acquisition of Acculite Manufacturing (5,854) - -
- ------------------------------------------------------------------------------
Net cash (used in) provided by
investing activities (11,870) (2,468) 81,847
- ------------------------------------------------------------------------------
Cash flows used in financing activities:
Principal payments on long-term debt
and bank debt (52,515) (27,870) (12,264)
Dividends paid - - (3,720)
Proceeds from sale of common stock through
Employee Stock Purchase Plan 155 159 193
Proceeds from exercise of stock options - - 838
Proceeds from issuance of preferred stock - - 106,000
Proceeds from bank debt 36,800 4,250 94,900
Proceeds from subordinated debt - - 124,103
Proceeds from bank debt for acquisition 5,900 - -
Deferred financing costs - (153) -
Common stock retired - (8) (415,948)
- ------------------------------------------------------------------------------
Net cash used in financing activities (9,660) (23,622) (105,898)
- ------------------------------------------------------------------------------
Net decrease in cash (3,537) (3,815) (1,866)
Cash at beginning of year 4,817 8,632 10,498
- ------------------------------------------------------------------------------
Cash at end of year $1,280 $4,817 $8,632
==============================================================================
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $20,542 $23,439 $1,886
Income taxes $4,641 $ 2,700 $9,697
==============================================================================
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.
Revenue Recognition Revenues from sales are recognized at the time goods are
shipped when title and risk of loss passes to the customer.
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 2001, 2000, and 1999 amounted to
approximately $4,462,000, $4,774,000, and $3,994,000 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, originating from acquisitions before June 30, 2001, is
amortized using the straight-line method over periods ranging from ten to
forty years. Goodwill (approximating $3,965,000) originating from an
acquisition after June 30, 2001 is subject to impairment testing under the
guidance of SFAS No. 141, "Business Combinations". No impairment has been
recorded to date.
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 $4,973,000,
$4,696,000 and $4,739,000 on research, development and testing of new products
and development of related tooling in fiscal 2001, 2000 and 1999,
respectively.
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. The effects of convertible
Preferred Stock have been excluded from dilutive earnings per share in the
periods presented because the impact would be antidilutive. 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, 2001,
2000 and 1999.
Recently Issued Accounting Standards In December 1999, the Securities and
Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) 101, "Revenue
Recognition in Financial Statements." This bulletin addresses appropriate
revenue recognition practices in the application of generally accepted
accounting principles in financial statements. The Company adopted this
standard in first quarter of fiscal 2001. The Company concluded that no
changes to existing revenue recognition practices was warranted.
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). The Company adopted this
standard in the first quarter of fiscal 2001. This standard requires, among
other things, that all derivatives be carried on the balance sheet at fair
value. Changes in the fair value of derivatives are recorded each period in
current earnings or other comprehensive income, depending in whether a
derivative is designated as part of a hedge transaction and, if it is, the
type of hedge transaction. The Company entered into two interest rate swap
agreements in fiscal 2001 resulting in net expense for the year ended November
30, 2001 of $472,000 based on the swaps' estimated market values as of
November 30, 2001. These derivatives do not qualify for hedge accounting.
Accordingly, the net impact of $472,000 was recorded as other expense on the
consolidated statement of income for fiscal 2001. The Company entered into
these agreements to reduce the risk of adverse changes in variable interest
rates on certain of the long-term debt. These derivative instruments will be
adjusted to estimated market values quarterly with any adjustment impacting
current earnings until their respective maturities.
In June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible
Assets". This standard addresses the accounting for goodwill and other
intangible assets that have historically been subject to annual amortization
over their estimated useful lives. In October 2001, the FASB issued SFAS 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets". This
standard establishes a single accounting model for long-lived assets. The
Company plans to adopt these standards in the first quarter of fiscal 2002.
Management has considered these standards and does not expect the effects of
these standards on the financial statements to be significant.
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, 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, 2001 2000
- ------------------------------------------------------------------------------
Finished goods $ 9,059 $11,520
Raw materials 11,676 12,688
- ------------------------------------------------------------------------------
Total $20,735 $24,208
==============================================================================
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, 2001 2000
- ------------------------------------------------------------------------------
Interest expense $6,257 $6,869
Compensation and benefits 4,835 4,461
Promotional programs 3,484 2,236
Real estate taxes 475 732
Commissions 529 467
Current income taxes 1,556 807
Swap contract 887 -
Other 946 683
- ------------------------------------------------------------------------------
Total $18,969 $16,255
==============================================================================
Note 5:Long-Term Debt
Long-term debt consists of the following:
(in thousands)
- ------------------------------------------------------------------------------
November 30, 2001 2000
- ------------------------------------------------------------------------------
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 2.75% $18,213 $26,087
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 3.25% 29,002 36,293
Senior Subordinated Notes due July, 2009 plus interest
at 11 7/8%, net of discount of $762 and $823 in 2001
and 2000, respectively 124,238 124,177
- ------------------------------------------------------------------------------
171,453 186,557
Less current maturities 3,711 3,892
- ------------------------------------------------------------------------------
Total long-term debt $167,742 $182,665
==============================================================================
The Company has a senior credit facility (the "Senior 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 Senior 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, 2001, the nominal interest
rates for Term Loan A and Term Loan B were 4.85% and 5.35%, respectively.
Term Loan A and Term Loan B are each payable in separate quarterly
installments. The final maturity of Term Loan A is November 30, 2005 and the
final maturity of Term Loan B is November 30, 2006. Amounts outstanding under
the Revolving Credit Facility at November 30, 2001 and November 30, 2000 were
$5,350,000 and $0 respectively. At November 30, 2001, the nominal interest
rate for borrowing on the Revolving Credit Facility was 4.84%. 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 of 1933, which notes were then exchanged for new notes
registered under the Securities Act of 1933 with substantially identical
economic terms, 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. 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 Senior Credit Facility.
Each of the aforementioned debt facilities contain restrictive covenants. The
credit agreement related to the Senior Credit Facility and the Revolving
Credit Facility ( the "Secured Credit Agreement") requires the Company to
maintain certain financial ratios, as defined therein.
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 Senior Credit Facility is collateralized by substantially all of the
assets of the Company and its domestic subsidiaries as more particularly
described in the Secured Credit Agreement dated June 29, 1999 and filed as an
exhibit hereto. The aggregate amounts of existing long-term debt maturing in
each of the next five years are as follows: 2002 - $3,711,000; 2003 -
$4,849,000; 2004 - $4,849,000; 2005 - $5,987,000; 2006 - $27,819,000.
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, 2001 2000 1999
- ------------------------------------------------------------------------------
Current:
Federal $4,414 $2,798 $ 8,980
State 819 667 1,190
- ------------------------------------------------------------------------------
5,233 3,465 10,170
- ------------------------------------------------------------------------------
Deferred:
Federal 295 631 (61)
State 39 82 (8)
- ------------------------------------------------------------------------------
334 713 (69)
- ------------------------------------------------------------------------------
Total taxes on income $5,567 $4,178 $10,101
- ------------------------------------------------------------------------------
Deferred tax assets (liabilities) are comprised of the following:
(in thousands)
- ------------------------------------------------------------------------------
November 30, 2001 2000
- ------------------------------------------------------------------------------
Reserves for doubtful accounts $ 333 $ 416
Inventory costs capitalized for tax purposes 522 823
Compensation and benefits 659 764
Accrued warranty reserve 30 38
Accrued advertising 97 80
Interest rate swap 175 -
- ------------------------------------------------------------------------------
Deferred tax assets 1,816 2,121
- ------------------------------------------------------------------------------
Depreciation (1,756) (1,748)
Prepaid health and welfare costs (34) (264)
Basis difference of acquired assets (69) (75)
Capitalized interest (14) (14)
Real estate taxes (329) (338)
Prepaid promotional expenses (266) (0)
- ------------------------------------------------------------------------------
Deferred tax liabilities (2,468) (2,439)
- ------------------------------------------------------------------------------
Net deferred tax liability $ (652) $(318)
==============================================================================
The following summary reconciles taxes at the federal statutory tax rate to
the Company's effective tax rate:
- ------------------------------------------------------------------------------
November 30, 2001 2000 1999
- ------------------------------------------------------------------------------
Income taxes at statutory rate 35.0% 34.0% 35.0%
Dividend exclusion and municipal interest - - (2.9)
State and local taxes, net of federal income
tax benefit 2.7 3.5 3.2
Other (.4) (1.4) .6
- ------------------------------------------------------------------------------
Effective tax rate 37.3% 36.1% 35.9%
==============================================================================
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. At November 30, 2001, remaining
options outstanding under the 1993 Plan totaled 170,600. 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, 2001, a total
of 77,295 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, 30,475 shares
of common stock were issued at $5.10 per share in fiscal 2001.
A summary of activity under the Company's stock option plan is as follows:
- ------------------------------------------------------------------------------
Weighted
Average
Options Exercise
Outstanding Price
- ------------------------------------------------------------------------------
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
Options Granted 503,427 $25.00
Options Exercised - -
Options Canceled (21,512) $18.18
- -----------------------------------------------------------------------------
Balance at November 30, 2000 1,067,365 $23.68
Options Granted 38,875 $25.00
Options Exercised - -
Options Canceled (72,935) $24.56
- -----------------------------------------------------------------------------
Balance at November 30, 2001 1,033,305 $23.69
=============================================================================
A summary of outstanding and exercisable stock options as of November 30,
2001, 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 75,800 4.0 $14.44 75,800 $14.44
$15.38 8,600 5.1 $15.38 8,600 $15.38
$16.69-$18.50 26,000 3.6 $18.43 26,000 $18.43
$19.63-$22.19 60,200 2.9 $20.07 60,200 $20.07
$25.00 862,705 8.4 $25.00 313,531 $25.00
------------------------------------- ----------------------
1,033,305 7.6 $23.69 484,131 $22.21
======================================= ======================
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 2001, 2000 and 1999 was $1.03,
$.86 and $13.25 per share, respectively, under the Company's Stock Option Plan
and $2.84, $3.92 and $5.94, 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:
- ------------------------------------------------------------------------------
2001 2000 1999
- ------------------------------------------------------------------------------
Expected life (in years) 8 8 8
Expected volatility 31.82% 30.55% 35.2%
Dividend yield 0.0% 0.0% 0.0%
Risk free interest rate 5.33% 6.25% 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 (loss) income available to common
shareholders and net (loss) income per share would have been reduced to the
pro forma amounts below for the years ended November 30, 2001, 2000 and 1999:
(in thousands except per share amounts)
- ------------------------------------------------------------------------------
2001 2000 1999
- ------------------------------------------------------------------------------
Net (loss) income available to common
shareholders as reported $(526) $(1,717) $13,740
Pro forma net (loss) income available to
common shareholders $(1,155) $(2,587) $13,324
Net (loss) income per share as reported
(Basic & diluted) $(.21) $ (.71) $ 1.23
Pro forma net (loss) income per share
(Basic & diluted) $(.47) $(1.07) $ 1.20
- ------------------------------------------------------------------------------
The pro forma effect on net (loss) income available to common shareholders and
net (loss) income per common share for 2001, 2000 and 1999 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 $257,000, $244,000 and $221,000 in 2001, 2000, and 1999,
respectively. In addition, the Company may make additional contributions at
the discretion of the Board of Directors. The Board authorized additional
contributions of $860,000, $888,000, and $758,000 in 2001, 2000 and 1999,
respectively.
Note 9:Series A and Series B Preferred Stock
On June 30, 1999, the Company issued 1,060,000 shares of Series A convertible
preferred stock ("Series A") to Fremont Investors and certain employees of the
Company. On November 30, 2000, the Company issued 3,500 shares of Series B
convertible preferred stock ("Series B", and together with the Series A, the
"Preferred Stock") to the Company's Chief Executive Officer. 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
or Series B, as the case may be, in such quarter had they
converted their 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 Series A will be payable by an
increase in the stated amount of such stock, and through November 30, 2005,
the dividends for the Series B will be payable by an increase in the stated
amount of such stock. After June 30, 2004, the dividends on the Series A will
be paid in cash until redemption or conversion, and after November 30, 2005,
the dividends on the Series B 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 one 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, 2001 2000 1999
- ----------------------------------------------------------------
Net Sales:
United States
(including Puerto Rico) $167,399 $162,803 $156,692
Canada 12,548 11,185 10,766
- ----------------------------------------------------------------
Total $179,947 $173,988 $167,458
================================================================
(in thousands)
November 30, 2001 2000 1999
- ----------------------------------------------------------------
Total Assets:
United States $107,647 $112,200 $125,099
Canada 11,496 5,234 5,535
- ----------------------------------------------------------------
Total $119,413 $117,434 $130,634
================================================================
Note 11:Commitments and Contingencies
Total minimum rentals under noncancelable operating leases for distribution
warehouse space and equipment at November 30, 2001 are as follows:
- ------------------------------------------------------------------------------
November 30, (in thousands)
- ------------------------------------------------------------------------------
2002 $1,367
2003 1,021
2004 783
2005 458
2006 19
- ------------------------------------------------------------------------------
Total $3,648
==============================================================================
Total rent expense charged to operations amounted to approximately $911,000,
$994,000, and $991,000 for the years ended November 30, 2001, 2000 and 1999,
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: Certain Relationships and Related Transactions
Mr. Michael M. Froy, a Director of the Company since September 2000, is a
partner of the law firm of Sonnenschein Nath & Rosenthal which billed the
Company an aggregate of $412,069 for legal services provided to the Company
for the fiscal year ended November 30, 2001.
The Company and Fremont Partners L.L.C., a shareholder of the Company, 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.
Note 13: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. and Indy Lighting, 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, 2001
------------------------------------
(in thousands)
Guarantor Non-Guarantor Total
Parent Subsidiaries Subsidiaries Eliminations Consolidated
-------- ------------ ------------- ------------ ------------
Net sales $149,517 $142,364 $12,548 $(124,482) $179,947
Cost of sales 118,860 87,059 9,385 (126,501) 88,803
-------- ------------ ------------- ------------ ------------
Gross profit 30,657 55,305 3,163 2,019 91,144
Selling, general and
administrative 31,687 21,991 2,269 110 56,057
-------- ------------ ------------- ------------ ------------
Operating (loss) income (1,030) 33,314 894 1,909 35,087
Other income(expense) 44,713 (5) (234) (64,650) (20,176)
-------- ------------ ------------- ------------ ------------
Income (loss) before
taxes on income 43,683 33,309 660 (62,741) 14,911
Taxes on income (7,332) 12,611 294 (6) 5,567
-------- ------------ ------------- ------------ ------------
Net income (loss) 51,015 20,698 366 (62,735) 9,344
Less: Preferred dividends (9,870) - - - (9,870)
-------- ------------ ------------- ------------ ------------
Net income (loss)
available to common
shareholders $ 41,145 $20,698 $366 $(62,735) $(526)
======== ============ ============= ============ ============
For the Year Ended November 30, 2000
------------------------------------
(in thousands)
Guarantor Non-Guarantor Total
Parent Subsidiaries Subsidiaries Eliminations Consolidated
-------- ------------ ------------- ------------ ------------
Net sales $141,722 $141,571 $11,187 $(120,492) $173,988
Cost of sales 108,719 88,033 8,797 (117,126) 88,423
-------- ------------ ------------- ------------ ------------
Gross profit 33,003 53,538 2,390 (3,366) 85,565
Selling, general and
administrative 27,950 21,566 2,069 108 51,693
-------- ------------ ------------- ------------ ------------
Operating income 5,053 31,972 321 (3,474) 33,872
Other expense (22,141) (19) (153) - (22,313)
-------- ------------ ------------- ------------ ------------
(Loss) income before taxes
on income (17,088) 31,953 168 (3,474) 11,559
Taxes on income (6,365) 10,454 94 (5) 4,178
-------- ------------ ------------- ------------ ------------
Net (loss) income (10,723) 21,499 74 (3,469) 7,381
Less: Preferred dividends (9,098) - - - (9,098)
-------- ------------ ------------- ------------ ------------
Net (loss) income available
to common shareholders $(19,821) $ 21,499 $ 74 $(3,469) $(1,717)
======== ============ ============= ============ ============
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 (expense) income (6,548) 327 (140) - (6,361)
-------- ------------ ------------- ------------ ------------
(Loss) income before
taxes on income (4,358) 32,368 (587) 700 28,123
Taxes on income (1,245) 11,612 (259) (7) 10,101
-------- ------------ ------------- ------------ ------------
Net (loss) income (3,113) 20,756 (328) 707 18,022
Less: Preferred dividends (4,282) - - - (4,282)
-------- ------------ ------------- ------------ ------------
Net (loss) income
available to common
shareholders $ (7,395) $ 20,756 $ (328) $ 707 $ 13,740
======== ============ ============= ============ ============
November 30, 2001
-----------------
(in thousands)
Guarantor Non-Guarantor Total
Parent Subsidiaries Subsidiaries Eliminations Consolidated
-------- ------------ ------------- ------------ ------------
Cash $1,141 $(541) $674 $6 $1,280
Accounts receivable, net 27,960 30,044 2,503 (30,159) 30,348
Inventories 16,363 11,377 2,066 (9,071) 20,735
Other current assets 3,165 1,193 194 - 4,552
-------- ------------ ------------- ------------ ------------
Total current assets 48,629 42,073 5,437 (39,224) 56,915
Property and equipment 10,869 57,172 2,746 (377) 70,410
Less accumulated depreciation 3,268 22,899 630 (276) 26,521
-------- ------------ ------------- ------------ ------------
Net property and equipment 7,601 34,273 2,116 (101) 43,889
Other assets 74,365 129 5,899 (62,054) 18,339
-------- ------------ ------------- ------------ ------------
Total assets $130,595 $76,475 $13,452 $(101,379) $119,143
======== ============ ============= ============ ============
Current liabilities $47,068 $11,355 $8,430 $(30,155) $36,698
Other liabilities 169,841 - 2,202 (2,048) 169,995
-------- ------------ ------------- ------------ ------------
Total liabilities 216,909 11,355 10,632 (32,203) 206,693
Total stockholders' (deficit)
equity (86,314) 65,120 2,820 (69,176) (87,550)
-------- ------------ ------------- ------------ ------------
Total liabilities and
stockholders' equity
(deficit) $130,595 $76,475 $13,452 $(101,379) $119,143
======== ============ ============= ============ ============
November 30, 2000
-----------------
(in thousands)
Guarantor Non-Guarantor Total
Parent Subsidiaries Subsidiaries Eliminations Consolidated
-------- ------------ ------------- ------------ ------------
Cash $ 4,042 $ 739 $ 36 $ - $ 4,817
Accounts receivable, net 26,614 75,255 1,918 (77,260) 26,527
Inventories 19,902 14,108 1,189 (10,991) 24,208
Other current assets 3,177 654 73 - 3,904
-------- ------------ ------------- ------------ ------------
Total current assets 53,735 90,756 3,216 (88,251) 59,456
Property and equipment 10,507 54,762 2,565 (376) 67,458
Less accumulated depreciation 2,921 18,896 547 (273) 22,091
-------- ------------ ------------- ------------ ------------
Net property and equipment 7,586 35,866 2,018 (103) 45,367
Other assets 72,504 37 - (59,930) 12,611
-------- ------------ ------------- ------------ ------------
Total assets $133,825 $126,659 $ 5,234 $(148,284) $117,434
======== ============ ============= ============ ============
Current liabilities $ 89,436 $ 14,995 $ 2,192 $ (77,261) $ 29,362
Other liabilities 184,764 - 2,148 (2,072) 184,840
-------- ------------ ------------- ------------ ------------
Total liabilities 274,200 14,995 4,340 (79,333) 214,202
Total stockholders'
(deficit) equity (140,375) 111,664 894 (68,951) (96,768)
-------- ------------ ------------- ------------ ------------
Total liabilities and
stockholders' equity
(deficit) $133,825 $126,659 $ 5,234 $(148,284) $ 117,434
======== ============ ============= ============ ============
For the Year Ended November 30, 2001
------------------------------------
(in thousands)
Guarantor Non-Guarantor Total
Parent Subsidiaries Subsidiaries Eliminations Consolidated
-------- ------------ ------------- ------------ ------------
Net cash provided by
operating activities $15,294 $1,281 $1,443 $(25) $17,993
--------- ------------ ------------- ------------ ------------
Cash flows used in
investing activities:
Capital expenditures (264) (2,512) (20) - (2,796)
License-lighting
technology (3,220) - - - (3,220)
Purchase of assets
through acquisition - - (1,889) - (1,889)
Purchase of goodwill
through acquisition - - (3,965) - (3,965)
--------- ------------ ------------- ------------ ------------
Net cash used in
investing activities (3,484) (2,512) (5,874) - (11,870)
--------- ------------ ------------- ------------ ------------
Cash flows (used in)
provided by financing
activities:
Proceeds from bank debt 36,800 - - - 36,800
Proceeds from bank debt
for acquisition - - 5,900 - 5,900
Principal payments on
long term debt (51,715) - (831) 31 (52,515)
Proceeds from sale of
common stock through
Employee Stock
Purchase Plan 155 - - - 155
--------- ------------ ------------- ------------ ------------
Net cash (used in) provided
by financing activities (14,760) - 5,069 31 (9,660)
--------- ------------ ------------- ------------ ------------
Net (decrease) increase
in cash (2,950) (1,231) 638 6 (3,537)
Cash at beginning of year 4,091 690 36 - 4,817
--------- ------------ ------------- ------------ ------------
Cash at end of year $1,141 $(541) $674 $6 $1,280
========= ============ ============= ============ ============
For the Year Ended November 30, 2000
------------------------------------
(in thousands)
Guarantor Non-Guarantor Total
Parent Subsidiaries Subsidiaries Eliminations Consolidated
-------- ------------ ------------- ------------ ------------
Net cash provided by
operating activities $ 24,040 $ (1,764) $ 58 $ (59) $22,275
--------- ------------ ------------- ------------ ------------
Cash flows used in
investing activities:
Capital expenditures (2,123) (325) (20) - (2,468)
--------- ------------ ------------- ------------ ------------
Net cash used in
investing activities (2,123) (325) (20) - (2,468)
--------- ------------ ------------- ------------ ------------
Cash flows used in
financing activities:
Proceeds from bank debt 4,250 4,250
Principal payments of
bank debt (4,250) (4,250)
Principal payments on
long term debt (23,620) (29) 29 (23,620)
Other financing activities (2) (2)
--------- ------------ ------------- ------------ ------------
Net cash used in financing
activities (23,622) - (29) 29 (23,622)
--------- ------------ ------------- ------------ ------------
Net (decrease) increase
in cash (1,705) (2,089) 9 (30) (3,815)
Cash at beginning of year 5,748 2,828 26 30 8,632
--------- ------------ ------------- ------------ ------------
Cash at end of year $ 4,043 $ 739 $ 35 $ - $ 4,817
========= ============ ============= ============ ============
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 flows 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 (decrease) increase
in cash (3,414) 1,870 (323) 1 (1,866)
Cash at beginning of year 9,162 958 349 29 10,498
--------- ------------ ------------- ------------ ------------
Cash at end of year $ 5,748 $ 2,828 $ 26 $ 30 $ 8,632
========= ============ ============= ============ ============
Note 14:Selected Quarterly Financial Data (Unaudited)
A summary of selected quarterly information for 2001 and 2000 is as follows:
(in thousands except per share amounts)
- ------------------------------------------------------------------------------
2001 Quarter Ended Feb. 28 May 31 Aug. 31 Nov. 30 Total*
- ------------------------------------------------------------------------------
Net Sales $41,538 $46,309 $46,404 $45,696 $179,947
Gross Profit 20,364 23,498 24,003 23,279 91,144
Net (Loss) Income
Available to Common
Shareholders (1,909) 180 678 526 (526)
- ------------------------------------------------------------------------------
Net (Loss) Income Per
Common Share
(Basic and Diluted) $ (.77) $ .07 $ .27 $ .21 $ (.21)
==============================================================================
(in thousands except per share amounts)
- ------------------------------------------------------------------------------
2000 Quarter Ended Feb. 29 May 31 Aug. 31 Nov. 30 Total*
- ------------------------------------------------------------------------------
Net Sales $39,465 $46,222 $44,611 $43,690 $173,988
Gross Profit 19,218 22,957 21,896 21,493 85,565
Net (Loss) Income
Available to Common
Shareholders (1,427) 784 (401) (673) (1,717)
- ------------------------------------------------------------------------------
Net (Loss) Income Per
Common Share
(Basic and Diluted) $ (.59) $ .33 $ (.16) $ (.28) $ (.71)
==============================================================================
*Due to rounding differences, the totals for the fiscal years ended November
30, 2001 and 2000 may not equal the sum of the respective items for the four
quarters then ended.
ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND
- -------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
Information with respect to the directors of the Company will be set forth in
the Proxy Statement and is incorporated herein by this reference.
Information regarding the Executive Officers of the Company is set forth in
Part I of this Form 10-K on pages 7 and 8.
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
- --------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT AND OTHERS
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.
Mr. Froy is a partner of the law firm of Sonnenschein Nath & Rosenthal, which
provided legal services to the Company in fiscal 2001.
The Company and Fremont Partners L.L.C., a shareholder of the Company, 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 connection with the purchase by Mr. Bilbrough, Juno's President and
Chief Executive Officer, of shares of the Company's common stock, the Company
made a loan to him in the principal amount of $199,968.33. All of the
proceeds of this loan were used to pay a portion of the purchase price of the
shares. Subject to certain terms and conditions, Mr. Bilbrough will not owe
any interest on this debt on or before May 22, 2010 and will owe 18% per annum
thereafter on any remaining balance. As of November 30, 2001, the outstanding
balance of Mr. Bilbrough's debt was $199,968.33.
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 9, 2002, on the
consolidated financial statements as of and for the fiscal years
ended November 30, 2001, November 30, 2000, and November 30,
1999, is filed as a part of this Annual Report on Form 10-K on
page 14.
14(a)(2). Financial Statement Schedule:
-----------------------------
The following financial statement schedule is submitted in
response to this Item 14(a)2 on page 39 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, 2001
and November 30, 2000 and the fiscal years then ended, is filed as
a part of this Annual Report on Form 10-K on page 35.
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 9, 2002, appearing on page 14 of this
2001 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 9, 2002
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.
3.3 Certificate of Designation of Series B Convertible
Preferred Stock of Juno Lighting, Inc. filed as
exhibit 3.1 to the Company's Annual Report on Form
10-K (SEC File No. 0-11631) for the fiscal year ended
November 30, 2000.
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 Juno Lighting, Inc. 401(k) Plan, Amended and Restated
Effective December 1, 1999, executed June 30, 2000,
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, 2000.
10.2(a) Juno Lighting , Inc. 401(k) Trust Agreement, effective
July 1, 2000, executed June 28, 2000, filed as Exhibit
10.1(a) to the Company's quarterly report on Form 10-Q
(SEC File No. 0-11631) for the quarter ended May 31,
2000.
10.2(b) Amendment to the 401(k) Trust Agreement with Juno
Lighting, Inc. effective July 1, 2000, executed
June 29, 2000, filed as Exhibit 10.1(b) to the
Company's quarterly report on Form 10-Q (SEC File No.
0-11631) for the quarter ended May 31, 2000.
10.2(c) Juno Lighting, Inc. 401(K) Plan, Amended and Restated
effective December 1, 1987, executed June 1, 1994.
10.2(d) Juno Lighting, Inc. 401(K) Trust, effective December
1, 1985, executed June 1, 1994.
10.2(e) Amendment to Juno Lighting, Inc. 401(K) Plan,
effective September 1, 1994, executed September 12,
1994.
10.3 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.
10.4 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.
10.4(a) First Amendment to Credit Agreement, dated as of June
30, 2000 among Juno Lighting, Inc., Bank of America,
N.A., Credit Suisse First Boston and certain other
lenders party thereto filed as Exhibit 10.2 to the
Company's Quarterly report on Form 10-Q (SEC File No.
0-11631)for the quarter ended May 31, 2000.
10.4(b) Second Amendment to Credit Agreement dated as of
August 27, 2001, among Juno Lighting, Inc., Juno
Lighting, Ltd., Bank of America, N.A., Credit Suisse
First Boston and certain lenders party thereto filed
as Exhibit 10.5(b) to the Quarterly report on Form
10-Q (SEC File No. 0-11631) for the quarter ended
August 31, 2001.
10.5 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, 2001
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 28,
2002.
JUNO LIGHTING, INC.
By: /s/T. Tracy Bilbrough
---------------------
T. Tracy Bilbrough
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934 this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/T. Tracy Bilbrough Director, Chief February 28, 2002
- --------------------- Executive Officer
T. Tracy Bilbrough
/s/George J. Bilek Vice President, Finance February 28, 2002
- ------------------ Secretary, and Treasurer
George J. Bilek (Principal Financial and
Accounting Officer)
/s/Robert Jaunich, II Director, Chairman of February 28, 2002
- --------------------- The Board
Robert Jaunich, II
/s/Mark N. Williamson Director February 28, 2002
- ---------------------
Mark N. Williamson
/s/Daniel DalleMolle Director February 28, 2002
- ---------------------
Daniel DalleMolle
/s/Michael M. Froy Director February 28, 2002
- ------------------
Michael M. Froy
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, 2001 $1,151 $76 $251 $1 $977
Year ended November 30, 2000 1,382 (38) 191 (2) 1,151
Year ended November 30, 1999 1,205 263 88 2 1,382
- ----------------------------------
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. 42
----
21.1 Subsidiaries of the Registrant. 43
----
23.1 Consent of PricewaterhouseCoopers LLP. 44
----
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.
3.3 Certificate of Designation of Series B Convertible ----
Preferred Stock of Juno Lighting, Inc. filed as
exhibit 3.1 to the Company's Annual Report on Form 10-K
(SEC File No. 0-11631) for the fiscal year ended
November 30,2000.
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 Juno Lighting, Inc. 401(k) Plan, Amended and Restated ----
effective December 1, 1999, executed June 30, 2000, 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, 2000.
10.2(a) Juno Lighting , Inc. 401(k) Trust Agreement, effective ----
July 1, 2000, executed June 28, 2000, filed as Exhibit
10.1(a)to the company's quarterly report on Form 10-Q (SEC
File No.0-11631) for the quarter ended May 31, 2000.
10.2(b) Amendment to the 401(k) Trust Agreement with Juno ----
Lighting, Inc. effective July 1, 2000, executed
June 29, 2000, filed as Exhibit 10.1(b) to the
Company's quarterly report on Form 10-Q (SEC File No.
0-11631) for the quarter ended May 31, 2000.
10.2(c) Juno Lighting, Inc. 401(K) Plan, Amended and Restated ----
effective December 1, 1987, executed June 1, 1994.
10.2(d) Juno Lighting, Inc. 401(K) Trust, effective December 1, ----
1985, executed June 1, 1994.
10.2(e) Amendment to Juno Lighting, Inc. 401(K) Plan, effective ----
September 1, 1994, executed September 12, 1994.
10.3 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.
10.4 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.
10.4(a) First Amendment to Credit Agreement, dated as of June ----
30, 2000 among Juno Lighting, Inc., Bank of America,
N.A., Credit Suisse First Boston and certain other
lenders party thereto filed as Exhibit 10.2 to the Company's
quarterly report on Form 10-Q (SEC File No. 0-11631)
for the quarter ended May 31, 2000.
10.4(b) Second Amendment to Credit Agreement, dated as of ----
August 27, 2001, among Juno Lighting, Inc., Juno
Lighting, Ltd., Bank of America, N.A., Credit Suisse
First Boston and certain other lenders party thereto filed
as Exhibit 10.5(b) to the Company's Quarterly report on Form
10-Q (SEC File No. 0-11631) for the quarter ended
August 31, 2001.
10.5 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
===========================================
2001 2000 1999
----------- ----------- -----------
Average number of common shares
outstanding during the year 2,481,928 2,426,490 11,127,286
----------- ----------- -----------
Common equivalents:
Shares issuable under
outstanding options - - 141,862
Shares which could have
been purchased based
on the average market
value for the period - - 130,630
----------- ----------- -----------
Shares for the portion of the
period that the options
were outstanding - - 11,232
Average number of common and
common equivalent shares
outstanding during the year 2,481,928 2,426,490 11,138,518
=========== =========== ===========
NET (LOSS) INCOME available to
common shareholders $(525,900) $(1,716,819) $13,739,828
=========== =========== ===========
NET (LOSS) INCOME PER COMMON SHARE
(Basic and Diluted) $(.21) $(.71) $1.23
===== ===== =====
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
Exhibit 23.1
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference of our report dated
January 9, 2002 appearing on page 14 of this Annual Report on Form 10-K of
Juno Lighting, Inc. for the fiscal year ended November 30, 2001. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 35 of this Form 10-K.
PricewaterhouseCoopers LLP
Chicago, Illinois
February 28, 2002
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 28,
2002.
JUNO LIGHTING, INC.
By:
-------------------------------
T. Tracy Bilbrough
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934 this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
- --------------------- Director, Chief February 28, 2002
T. Tracy Bilbrough Executive Officer
- ---------------------- Vice President, Finance February 28, 2002
George J. Bilek Secretary, and Treasurer
(Principal Financial and
Accounting Officer)
- ---------------------- Director, Chairman of February 28, 2002
Robert Jaunich, II The Board
- ---------------------- Director February 28, 2002
Mark N. Williamson
Director February 28, 2002
- ----------------------
Daniel DalleMolle
- --------------------- Director February 28, 2002
Michael M. Froy
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