Juno Lighting 10-Q 2003 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 10-Q

(Mark One)
X	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended August 31, 2003 OR
	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from				to	.
		Commission file number 0-11631

JUNO LIGHTING, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)					36-2852993 (I.R.S. Employer Identification No.)
1300 S. Wolf Road P.0. Box 5065 Des Plaines, Illinois					60017-5065 (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code:			(847) 827-9880
Securities registered pursuant to Section 12(b) of the Act:
		Title of each class		Name of each exchange on which registered
	Common Stock, $.001 par value					The NASDAQ SmallCap Market
Securities registered pursuant to Section 12(g) of the Act: None

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        

There were 2,559,839 shares of common stock outstanding as of September 30, 2003.

1

ITEM 1.FINANCIAL STATEMENTS

JUNO LIGHTING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)
	August 31,								November 30,
	2003								2002
	(Unaudited)								(Unaudited)
Assets
Current:
Cash				$		1,445						$					1,221
Accounts receivable, less allowance for doubtful accounts of $958
and $926	38,907													32,225
Inventories, net	23,515													22,870
Prepaid expenses and miscellaneous	4,875													4,724
Total current assets	68,742													61,040
Property and equipment:
Land	7,339													7,267
Building and improvements	33,673													33,376
Tools and dies	13,166													12,116
Machinery and equipment	8,259													7,690
Computer equipment	9,243													8,963
Office furniture and equipment	3,619													3,213
	75,299													72,625
Less accumulated depreciation and amortization	(33,790						)							(30,619				)
Net property and equipment	41,509													42,006
Other assets:
Goodwill	12,430													11,766
Deferred financing costs, net of accumulated amortization of $5,402
and $4,426	4,941													5,917
Miscellaneous	3,294													3,123
Total other assets	20,665													20,806
Total assets				$		130,916						$					123,852
Liabilities and Stockholders' Deficit
Current:
Accounts payable			$		12,674						$					10,960
Accrued liabilities		12,503													18,471
Short term borrowings		8,100													6,050
Current maturities of long-term debt		3,901													4,681
Total current liabilities		37,178													40,162
Long-term debt, less current maturities		152,536													155,626
Deferred income taxes payable		3,235													3,215
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.		148,870													140,283
Common stock, $.001 par value;
Shares authorized 45,000,000;
Issued 2,559,839 and 2,529,534		2													2
Paid-in capital		1,280													1,035
Accumulated other comprehensive income (loss)		437													(772				)
Shareholder note receivable		(200						)					(200						)
Accumulated deficit		(212,422						)					(215,499						)
Total stockholders' deficit		(62,033						)					(75,151						)
Total liabilities and stockholders' equity			$		130,916					$						123,852

2

JUNO LIGHTING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except For Share Amounts)
	Three Months Ended
		August 31,					August 31,
		2003					2002
		(Unaudited)					(Unaudited)
Net sales			$		52,033			$	45,520
Cost of sales				25,919						22,974
Gross profit				26,114						22,546
Selling, general and administrative expenses				15,765						13,208
Operating income				10,349						9,338
Other income (expense):
Interest expense				(3,788		)				(4,121	)
Interest and dividend income				35						8
Realized gain on interest rate swap				-						1,549
Unrealized loss on interest rate swap				(1,496		)				(377	)
Miscellaneous				89						(4	)
Total other expense				(5,160		)				(2,945	)
Income before taxes on income				5,189						6,393
Taxes on income				641						2,347
Net income				4,548						4,046
Less: preferred dividends				2,920						2,697
Net income available to common shareholders			$		1,628			$	1,349
Net income per common share (basic and diluted)			$		.64			$	.53

3

JUNO LIGHTING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except For Share Amounts)
	Nine Months Ended
		August 31,					August 31,
		2003					2002
		(Unaudited)					(Unaudited)
Net sales			$		145,537			$	133,302
Cost of sales				72,569					66,595
Gross profit				72,968					66,707
Selling, general and administrative expenses				44,911					39,690
Costs of terminated acquisition				-					3,050
Operating income				28,057					23,967
Other income (expense):
Interest expense				(11,922		)			(12,801	)
Interest and dividend income				42					14
Realized gain on interest rate swap				-					1,549
Unrealized gain on interest rate swap				194					377
Miscellaneous				143					53
Total other expense				(11,543		)			(10,808	)
Income before taxes on income				16,514					13,159
Taxes on income				4,850					4,912
Net income				11,664					8,247
Less: preferred dividends				8,587					7,933
Net income available to common shareholders			$		3,077			$	314
Net income per common share (basic and diluted)			$		1.21			$	.13

4

JUNO LIGHTING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF ACCUMULATED DEFICIT

	(In Thousands)
	Nine Months Ended
	August 31, 2003
		(Unaudited)
Accumulated deficit, beginning of period	$		(215,499	)
Preferred dividend			(8,587	)
Net income, nine months ended August 31, 2003			11,664
Accumulated deficit, end of period	$		(212,422	)

5

JUNO LIGHTING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	(In Thousands)
	Nine Months Ended
		August 31					August 31
		2003					2002
		(Unaudited)					(Unaudited)
Cash Flows provided by operating activities:
Net income				$	11,664				$	8,247
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			4,373					4,546
Unrealized gain on interest rate swap			(194			)		(377				)
Deferred income taxes			20					(93				)
Deferred compensation			-					36
Changes in operating assets and liabilities:
Increase in accounts receivable			(6,682			)		(916				)
Increase in inventory			(645			)		(776				)
Increase in prepaid expenses and miscellaneous			(408			)		(13				)
Decrease in other assets			21					294
Decrease in accounts payable and accrued liabilities			(3,805			)		(2,961				)
Net cash provided by operating activities			4,344					7,987
Cash flows used in investing activities:
Capital expenditures			(2,489			)		(1,684				)
Net cash used in investing activities			(2,489			)		(1,684				)
Cash flows used in financing activities:
Proceeds from bank debt			56,650					42,350
Proceeds from sale of common stock through employee purchase plan			245					235
Principal payments on long-term debt and bank debt			(58,526			)		(49,462				)
Net cash used in financing activities			(1,631			)		(6,877				)
Net increase (decrease) in cash			224					(574			)
Cash at beginning of period			1,221					1,280
Cash at end of period				$	1,445				$	706
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest				$	15,788				$	16,528
Income taxes			6,627					3,688

(See Notes To Condensed Consolidated Financial Statements)

6

JUNO LIGHTING, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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. All shipments are FOB shipping point. A contemporaneous generation of invoices set up the fixed and determinable price. Freight billed to our customers is not considered material and has been netted against selling expense. Shipping and handling costs are included in Selling, General and Administrative costs on the income statement.

GOODWILL

   The Company adopted SFAS 142 "Goodwill and Other Intangibles" during fiscal 2002. The Company reviews goodwill for impairment during the fourth quarter of each year. No events have occurred, nor has there been a change in circumstances, that would reduce the fair value of the reporting unit below its carrying amount. Furthermore, the Company has not amortized any of its goodwill subsequent to the adoption of SFAS 142 in 2002.

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. The Company has recognized a one-time tax benefit of $1,300,000 during the third quarter as a result of the closing of certain tax years.

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").

   In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure". This standard amends the disclosure requirements of FASB Statement No. 123, "Accounting for Stock-Based Compensation," to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. This statement is effective for all interim periods beginning after December 15, 2002. The following table sets forth the impact of stock based compensation on a pro forma basis:

		(in thousands except per share amounts)
		Third Quarter Ended						Nine Months Ended
		August 31,			August 31,			August 31,			August 31,
		2003			2002			2003			2002
Net income available to
common shareholders as reported	$		1,628	$		1,349	$		3,077	$		314
Pro Forma net income (loss)
available to common shareholders	$		1,456	$		1,175	$		2,565	$		(207	)
Net income per share as
reported (Basic & diluted)	$		0.64	$		0.53	$		1.21	$		.13
Pro Forma net income (loss)
per share (Basic & diluted)	$		.57	$		.47	$		1.01	$		(.08	)

7

DERIVATIVE INSTRUMENTS

   Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on 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 (notional amounts of $30,000,000 pay-fixed rate swap (expiring April, 2003) and $60,000,000 pay-floating rate swap (expiring July, 2009)), which resulted in net unrealized losses of $1,496,000 and $377,000 for the quarters ending August 31, 2003 and 2002 respectively, and net unrealized gains of $194,000 and $377,000 for the nine month periods ending August 31, 2003 and 2002 respectively, based on the swaps' estimated market values as of August 31, 2003, and 2002, respectively. These derivatives do not qualify for hedge accounting. Accordingly, the net impact was recorded as other income on the condensed consolidated statements of income for the quarters ended and nine month pe riods ended August 2003 and 2002. 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.

FINANCIAL INFORMATION

   The financial information presented in these condensed consolidated financial statements is unaudited but, in the opinion of management, reflects all normal adjustments necessary for the fair presentation of the Company's financial position, results of its operations and cash flows. The information in the condensed consolidated balance sheet as of November 30, 2002 was derived from the Company's 2002 audited consolidated financial statements.

INVENTORIES

Inventories are summarized as follows:

	(In Thousands)
	August 31					November 30,
	2003					2002
Finished goods			$	13,365				$	12,873
Raw materials		10,778					10,745
Reserve for Obsolescence		(628			)		(748			)
			$	23,515				$	22,870

8

LONG-TERM DEBT AND SHORT-TERM BORROWINGS

Long-term debt consists of the following:

	(In Thousands)
	August 31,			November 30,
	2003			2002
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 2.25%		$	9,158		$	12,683
Bank of America, N.A. and certain other lenders,
Tranche B Term Loan, payable in escalating
installments through November , 2006, plus
interest at a variable rate, generally
approximating 3 month LIBOR plus 3.0%		22,916			23,318
Senior Subordinated Notes due July 2009, plus
interest at 11 7/8%, net of discount of $637
and $694, respectively		124,363			124,306
		156,437			160,307
Less current maturities		3,901			4,681
Total long-term debt		$	152,536		$	155,626

   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 August 31, 2003, the nominal interest rates for Term Loan A and Term Loan B were 3.35% and 4.10%, 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 August 31, 2003 and November 30, 2002 were $8,100,000 and $6,050,000 respectively. At August 31, 2003, the nominal interest rate for borrowing on the Revolving Credit Facility was 4.5%. 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 (the "Secured Credit Agreement") requires the Company to maintain certain financial ratios, as defined therein.

   Relating to the Senior 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 three years are as follows: 2004 - $3,901,000; 2005 - $4,817,000; 2006 - $22,380,000.

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 price 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.

   The Company may, at any time after the ninth anniversary of the original issuance date, redeem the shares of Series A Preferred Stock at stated value, plus accrued but unpaid dividends. The Company may, at any time after the eighth anniversary of the original issuance date, redeem the shares of the Series B Preferred Stock at stated value, plus accrued but unpaid dividends. These redemptions are completely within the control of the Company and not at the option of the holders.

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:

Three months ended August 31,	2003			2002
Net Sales:
United States
(including Puerto Rico)		$	47,723		$	40,768
Canada	4,310			4,752
Total		$	52,033		$	45,520

Nine months ended August 31,	2003			2002
Net Sales:
United States
(including Puerto Rico)		$	133,336		$	121,381
Canada	12,201			11,921
Total		$	145,537		$	133,302

	August 31,			November 30,
	2003			2002
Total Assets:
United States		$	118,932		$	111,294
Canada	11,984			12,558
Total		$	130,916		$	123,852

10

NET INCOME (LOSS) PER COMMON SHARE

   Basic earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding including assumed exercise of dilutive stock options during the periods. Such weighted average number of shares outstanding is as follows:

	August 31,	August 31,
	2003	2002
Three months ended Basic and Diluted	2,552,263	2,522,248
Nine months ended Basic and Diluted	2,538,626	2,509,115

COMPREHENSIVE (LOSS) INCOME

   As of December 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS 130 established new rules for the reporting and display of comprehensive income and its components. SFAS 130 requires foreign currency translation adjustments to be included in other comprehensive income.

The components of comprehensive income, net of related tax, are as follows (in thousands):

	Three Months Ended								Nine Months Ended
	August 31,				August 31,				August 31,			August 31,
	2003				2002				2003			2002
Net income		$	4,548				$	4,046		$	11,664		$	8,247
Foreign currency
translation adjustment	(259			)		30			1,209			240
Comprehensive income		$	4,289				$	4,076		$	12,873		$	8,487

The components of accumulated other comprehensive loss, net of related tax, are as follows (in thousands):

	Nine Months Ended				Fiscal Year Ended
	August 31, 2003			November 30, 2002
Foreign currency
translation adjustment		$	437			$	(772	)
Accumulated other
comprehensive income (loss)		$	437			$	(772	)

11

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. Th e 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 ("Series A"), 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.

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"), which notes were exchanged for the notes that were sold earlier in a private placement offering to qualified institutional buyers. Pursuant to terms of the Senior Subordinated Notes, the Company's domestic subsidiaries, Juno Manufacturing, Inc., Alfa Lighting, Inc., and Indy Lighting, Inc., 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 Three Months Ended August 31, 2003
(in thousands)
								Non-
					Guarantor			Guarantor									Total
	Parent				Subsidiaries			Subsidiaries				Eliminations					Consolidated
Net sales		$	41,177			$	42,634		$	4,808			$	(36,586	)	$		52,033
Cost of sales			33,909				24,965			3,619				(36,574	)			25,919
Gross profit			7,268				17,669			1,189				(12	)			26,114
Selling, general and
administrative			7,941				6,894			903				27				15,765
Operating (loss) income			(673	)			10,775			286				(39	)			10,349
Other income (expense)			16,825				28			(90	)			(21,923	)			(5,160	)
Income (loss) before
taxes on income			16,152				10,803			196				(21,962	)			5,189
Taxes on income			(3,537	)			4,078			101				(1	)			641
			19,689
Net income(loss)			19,689				6,725			95				(21,961	)			4,548
Less: Preferred dividends			(2,920	)			-			-				-				(2,920	)
Net income(loss)
available to common
shareholders		$	16,769			$	6,725		$	95			$	(21,961	)	$		1,628

12

GUARANTORS' FINANCIAL INFORMATION (CONTINUED)

For the Three Months Ended August 31, 2002
(in thousands)
										Non-
						Guarantor				Guarantor								Total
		Parent				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Net sales	$		36,626		$		36,344		$		4,752		$		(32,202	)	$		45,520
Cost of sales			29,538				21,830				3,354				(31,748	)			22,974
Gross profit			7,088				14,514				1,398				(454	)			22,546
Selling, general and
administrative			6,968				5,406				806				28				13,208
Operating (loss) income			120				9,108				592				(482	)			9,338
Other (expense)			(2,812	)			(11	)			(122	)			-				(2,945	)
(Loss) income before
taxes on income			(2,692	)			9,097				470				(482	)			6,393
Taxes on income			(2,105	)			4,260				193				(1	)			2,347
Net (loss) income			(587	)			4,837				277				(481	)			4,046
Less: Preferred dividends			(2,697	)			-				-				-				(2,697	)
Net (loss) income
available to common
shareholders	$		(3,284	)	$		4,837		$		277		$		(481	)	$		1,349

For the Nine Months Ended August 31, 2003
(in thousands)
									Non-
						Guarantor			Guarantor								Total
		Parent				Subsidiaries			Subsidiaries				Eliminations				Consolidated
Net sales	$		116,618		$		119,318	$		13,731		$		(104,130	)	$		145,537
Cost of sales			96,638				70,514			10,148				(104,731	)			72,569
Gross profit			19,980				48,804			3,583				601				72,968
Selling, general and
administrative			22,030				20,119			2,681				81				44,911
Operating (loss) income			(2,050	)			28,685			902				520				28,057
Other income (expense)			10,644				25			(288	)			(21,924	)			(11,543	)
Income(loss) before
taxes on income			8,594				28,710			614				(21,404	)			16,514
Taxes on income			(6,157	)			10,757			254				(4	)			4,850
Net income(loss)			14,751				17,953			360				(21,400	)			11,664
Less: Preferred dividends			(8,587	)			-			-				-				(8,587	)
Net income(loss)
available to common
shareholders	$		6,164		$		17,953	$		360		$		(21,400	)	$		3,077

13

GUARANTORS' FINANCIAL INFORMATION (CONTINUED)

For the Nine Months Ended August 31, 2002
(in thousands)
										Non-
						Guarantor				Guarantor								Total
		Parent				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Net sales	$		108,153		$		110,592		$		11,921		$		(97,364	)	$		133,302
Cost of sales			89,562				64,430				8,429				(95,826	)			66,595
Gross profit			18,591				46,162				3,492				(1,538	)			66,707
Selling, general and
administrative			20,865				16,435				2,308				82				39,690
Costs of terminated acquisition			-				3,050				-				-				3,050
Operating (loss) income			(2,274	)			26,677				1,184				(1,620	)			23,967
Other (expense)			(10,470	)			(15	)			(323	)			-				(10,808	)
(Loss) income before
taxes on income			(12,744	)			26,662				861				(1,620	)			13,l59
Taxes on income			(6,260	)			10,826				350				(4	)			4,912
Net (loss) income			(6,484	)			15,836				511				(1,616	)			8,247
Less: Preferred dividends			(7,933	)			-				-				-				(7,933	)
Net (loss) income
available to common
shareholders	$		(14,417	)	$		15,836		$		511		$		(1,616	)	$		314

August 31, 2003
(in thousands)
												Non-
									Guarantor			Guarantor							Total
			Parent						Subsidiaries			Subsidiaries			Eliminations				Consolidated
Cash	$			1,264				$		32	$		149	$		-		$		1,445
Accounts receivable, net					50,489					28,934			4,756			(45,272	)			38,907
Inventories				20,347						10,862			2,889			(10,583	)			23,515
Other current assets				2,766						1,993			116			-				4,875
Total current assets				74,866						41,821			7,910			(55,855	)			68,742
Property and equipment				11,008						61,328			3,340			(377	)			75,299
Less accumulated depreciation				3,804						29,292			976			(282	)			33,790
Net property and equipment						7,204				32,036			2,364			(95	)			41,509
Other assets				78,840						127			7,055			(65,357	)			20,665
Total assets	$			160,910				$		73,984	$		17,329	$		(121,307	)	$		130,916
Current liabilities	$			40,342				$		32,791	$		9,318	$		(45,273	)	$		37,178
Other liabilities				155,463						-			2,305			(1,997	)			155,771
Total liabilities				195,805						32,791			11,623			(47,270	)			192,949
Total stockholders'
(deficit) equity				(34,895			)			41,193			5,706			(74,037	)			(62,033)
Total liabilities and stockholders'
equity (deficit)		$		160,910				$		73,984	$		17,329	$		(121,307	)	$		130,916

14

GUARANTORS' FINANCIAL INFORMATION (CONTINUED)

November 30, 2002
(in thousands)
													Non-
									Guarantor				Guarantor							Total
			Parent						Subsidiaries				Subsidiaries			Eliminations				Consolidated
Cash	$				1,413			$		(202	)	$		10	$		-		$		1,221
Accounts receivable, net				28,600						14,769				4,373			(15,517	)			32,225
Inventories					19,786					11,353				2,840			(11,109	)			22,870
Other current assets					2,922					1,720				82			-				4,724
Total current assets					52,721					27,640				7,305			(26,626	)			61,040
Property and equipment					10,888					59,241				2,873			(377	)			72,625
Less accumulated depreciation			3,582							26,538				778			(279	)			30,619
Net property and equipment						7,306				32,703				2,095			(98	)			42,006
Other assets					79,912					113				5,959			(65,178	)			20,806
Total assets	$				139,939			$		60,456		$		15,359	$		(91,902	)	$		123,852
Current liabilities	$				31,217			$		15,248		$		9,214	$		(15,517	)	$		40,162
Other liabilities					158,613					-				2,248			(2,020	)			158,841
Total liabilities					189,830					15,248				11,462			(17,537	)			199,003
Total stockholders'
(deficit) equity					(49,891		)			45,208				3,897			(74,365	)			(75,151)
Total liabilities and stockholders'
equity (deficit)		$			139,939			$		60,456		$		15,359	$		(91,902	)	$		123,852

For the Nine Months Ended August 31, 2003
(in thousands)
											Non-
							Guarantor				Guarantor								Total
		Parent					Subsidiaries				Subsidiaries				Eliminations				Consolidated
Net cash provided by (used in)
operating activities	$		1,002			$		2,508		$		861		$		(27	)	$		4,344
Cash flows (used in) investing
activities: Capital expenditures			(120		)			(2,273	)			(96	)			-				(2,489)
Net cash (used in) investing
activities				(120	)			(2,273	)			(96	)			-				(2,489)
Cash flows (used in) provided by
financing activities:
Proceeds from bank debt		56,650						-				-				-				56,650
Proceeds from sales of common stock
through employee purchase plan				245				-				-				-				245
Principal payments on
long term debt			(57,926		)			-				(627	)			27				(58,526)
Net cash (used in) provided by
financing activities:			(1,031		)			-				(627	)			27				(1,631)
Net (decrease) increase in cash			(149		)			235				138				-				224
Cash at beginning of year			1,413					(202	)			10				-				1,221
Cash at end of year	$		1,264			$		33		$		148		$		-		$		1,445

15

GUARANTORS' FINANCIAL INFORMATION (CONTINUED)

For the Nine Months Ended August 31, 2002
(in thousands)
												Non-
								Guarantor				Guarantor								Total
		Parent						Subsidiaries				Subsidiaries				Eliminations				Consolidated
Net cash provided by (used in)
operating activities	$		6,821				$		1,824		$		(642	)	$		(16	)	$		7,987
Cash flows (used in) investing
activities: Capital expenditures				(10		)			(1,604	)			(70	)			-				(1,684)
Net cash (used in) investing
activities		(10				)			(1,604	)			(70	)			-				(1,684)
Cash flows (used in) provided by
financing activities:
Proceeds from bank debt		42,350							-				-				-				42,350
Proceeds from sales of common
stock through employee stock
purchase plan					235				-				-				-				235
Principal payments on
long term debt			(49,462			)			-				(25	)			25				(49,462)
Net cash (used in) provided by
financing activities			(6,877			)			-				(25	)			25				(6,877)
Net (decrease) increase in cash			(66			)			220				(737	)			9				(574)
Cash at beginning of year			1,141						(541	)			674				6				1,280
Cash at end of year	$		1,075				$		(321	)	$		(63	)	$		15		$		706

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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. All shipments are FOB shipping point. A contemporaneous generation of invoices set up the fixed and determinable price. Freight billed to our customers is not considered material and has been netted against selling expense. Shipping and handling costs are included in Selling, General and Administrative costs on the income statement.

GOODWILL

   The Company adopted SFAS 142 "Goodwill and Other Intangibles" during fiscal 2002. The Company reviews goodwill for impairment during the fourth quarter of each year. No events have occurred, nor has there been a change in circumstances, that would reduce the fair value of the reporting unit below its carrying amount. Furthermore, the Company has not amortized any of its goodwill subsequent to the adoption of SFAS 142 in 2002.

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.The Company has recognized a one-time tax benefit of $1,300,000 during the third quarter as a result of the closing of certain tax years.

16

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").

DERIVATIVE INSTRUMENTS

   Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on 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 (notional amounts of $30,000,000 pay-fixed rate swap (expiring April, 2003) and $60,000,000 pay-floating rate swap (expiring July, 2009)), which resulted in net unrealized losses of $1,496,000 and $377,000 for the quarters ending August 31, 2003 and 2002 respectively, and net unrealized gains of $194,000 and $377,000 for the nine month periods ending August 31, 2003 and 2002 respectively, based on the swaps' estimated market values as of August 31, 2003, and 2002, respectively. These derivatives do not qualify for hedge accounting. Accordingly, the net impact was recorded as other income on the condensed consolidated statements of income for the quarters ended and nine-month pe riods ended August 2003 and 2002. 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.

RESULTS OF OPERATIONS:

THREE MONTHS ENDED AUGUST 31, 2003 COMPARED WITH THREE MONTHS
ENDED AUGUST 31, 2002

   During the third quarter ended August 31, 2003, net sales increased $6.5 million (or 14.3%) to $52,033,000 compared to $45,520,000 for the like period in 2002. Approximately 25% of the third quarter consolidated sales growth was from Alfa Lighting, which was acquired by Juno in October 2002 and approximately 25% resulted from new product introductions. The remaining 50% resulted from general volume increases including those associated with new channels of distribution.

   Gross profit expressed as a percentage of net sales increased to 50.2% for the quarter, compared to 49.5% for the like period in 2002 due primarily to margin contributions from Alfa.

   Selling, general and administrative expenses increased $2.6 million to $15,765,000 (30.3% of sales) for the third quarter of 2003 compared to $13,208,000 (29.0% of sales) for the like period in 2002. Approximately 25% of this increase was due to expenses from the Alfa division, which was acquired in October 2002, approximately 25% resulted from expenses associated with developing new channels of distribution, approximately 20% was due to the provision for fiscal 2003 management incentive program with the remainder primarily attributed to variable expenses.

   As a result of the above factors, operating income decreased to 19.9% of sales as compared to 20.5% for the like period in 2002.

   Interest expense was $4,025,000 for the third quarter ended August 31, 2003 compared to $4,121,000 for the like period in 2002. This decrease is due to the reduction of debt from $169,741,000 at August 31, 2002 to $164,537,000 at August 31, 2003 and reductions in interest rates on the Company's floating rate debt.

   The effective income tax rate for the quarter ended August 31, 2003 was 12.4 % compared to 36.7% for the like period in 2002. This decline was due to the recognition of a one-time tax benefit of $1,300,000 in the third quarter of 2003 as a result of the closing of certain tax years. The effective tax rate excluding the benefit was consistent with historical results.

NINE MONTHS ENDED AUGUST 31, 2003 COMPARED WITH NINE MONTHS
ENDED AUGUST 31, 2002

   During the nine-month period ended August 31, 2003, net sales increased $12.2 million (or 9.2%) to $145,537,000 compared to $133,302,000 for the like period in 2002. This increase was net of sales decreases totaling $4.4 million, of which, approximately 60% was from the Indy Lighting division and 40% from price competition in commercial markets. Approximately one-third of the consolidated sales increase was from Alfa Lighting, which was acquired by Juno in October 2002, approximately one-third was due to volume increases (including new channels of distribution) and one-third was due to new product introductions.

17

   Gross profit expressed as a percentage of net sales increased slightly to 50.1% for the nine months ended August 31, 2003 compared to 50.0% for the like period in 2002 due primarily to margin contribution from Alfa.

   Selling, general and administrative expenses increased $5.2 million to $44,911,000 (30.9% of sales) for the period compared to $39,690,000 (29.8% of sales) for the like period in 2002. Of this increase, approximately 35% was due to expenses from the Alfa division, which was acquired in October 2002, approximately 20% was due to the provision for the fiscal 2003 management incentive program, approximately 15% was attributed to sales and administrative salaries, approximately 10% was attributed to product development expenses, approximately 10% was attributed to expenses associated with developing new channels of distribution with the remainder due primarily to variable expenses.

   In addition, operating expenses for the first quarter of 2002 included $3,050,000 of one-time expenses incurred in connection with a proposed major acquisition that was not consummated.

   As a result of the above factors, operating income increased to 19.3% of sales as compared to 18.0% for the like period in 2002.

   Interest expense was $11,922,000 for the nine months ended August 31, 2003 compared to $12,801,000 for the like period in 2002. This decrease is due to the reduction of debt from $169,741,000 at August 31, 2002 to $164,537,000 at August 31, 2003 and reductions in interest rates on the Company's floating rate debt.

   The effective income tax rate for nine months ended August 31, 2003 was 29.4 % compared to 37.3% for the like period in 2002. This decline was due to the recognition of a one-time tax benefit of $1,300,000 in the third quarter of 2003 as a result of the closing of certain tax years. The effective tax rate excluding the benefit was consistent with historical results.

INFLATION

   While Juno believes that it generally has been successful in controlling the prices it pays for materials and passing on increased costs by increasing its prices, the Company may not have future success in limiting material price increases, reflecting any material price increases in the prices it charges its customers or offsetting such price increases through improved efficiencies.

LIQUIDITY AND CAPITAL RESOURCES:

   During the nine-month period ended August 31, 2003, operating activities provided cash flow of $4,344,000. This was comprised principally of net income, depreciation and amortization, deferred income taxes, decreases in other assets (collectively aggregating $16,078,000), net of increases in inventory, accounts receivable, prepaid expenses and miscellaneous, unrealized gain on interest rate swap, and decreases in accounts payable and accrued liabilities, (collectively aggregating $11,734,000). Accounts receivable increased $6,682,000 or 20.7% due partly to strong sales for the month of August as well as to an increased number of customers (associated with large marketing groups) that are subject to extended payment terms.

   Net cash used in investing activities amounted to $2,489,000 which was used to purchase capital assets.

   The net cash used in financing activities of $2,489,000 consisted primarily of proceeds from the Revolving Credit Facility of $56,650,000 less principal payments on the Senior Credit Facility of $58,526,000.

   Prior to the June 1999 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 Subordinated Debt, both entered into in connection with the Merger, represent significant liquidity requirements for the Company. As of August 31, 2003, the Company had cash of approximately $1.5 million, an $8.1 million balance on the Company's Revolving Credit Facility and total term debt of approximately $156.4 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 included in the November 30, 2002 Annual Report on Form 10-K.

   The Company's $35 million Revolving Credit Facility is available to finance its working capital and had an outstanding balance of $8.1 million on August 31, 2003. 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

18

expenditures, and scheduled payments of principal and interest on its existing indebtedness for 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 Subordinated Debt, or to make necessary capital expenditures.

OTHER MATTERS:

   This document contains various forward-looking statements. Statements in this document that are not historical are forward-looking statements. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include: economic conditions generally; levels of construction and remodeling activities, the ability to improve manufacturing efficiencies, disruptions in manufacturing or distribution, product and price competition, raw material prices, the ability to develop and successfully introduce new products, technology changes, patent issues, exchange rate fluctuations, and other risks and uncertainties. The Company undertakes no obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

RECENTLY ISSUED ACCOUNTING STANDARDS

   In May 2003, the FASB issued SFAS No. 150, " Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity." This standard specifies that instruments within its scope embody obligations of the issuer and that, therefore, the issuer must classify them as liabilities. This statement is effective immediately for all financial instruments entered into or modified after May 31, 2003. For all other instruments, the standard goes into effect at the beginning of the first interim period beginning after June 15, 2003.

   In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure". This standard amends the disclosure requirements of FASB Statement No. 123, "Accounting for Stock-Based Compensation," to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. This statement is effective for all interim periods beginning after December 15, 2002. The Company adopted this standard in the second quarter of 2003.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   The Company is exposed to market risks arising from changes in interest rates. As of August 31, 2003, the Company had both floating-rate and fixed rate long-term debt that is exposed to changes in interest rates. In order to manage the Company's risk, at August 31, 2003 the Company had one interest rate swap agreement in effect and one that ended in April 2003. The net unrealized loss from these swaps for the quarter ended August 2003 was $1,496,000 based on the swaps' estimated market values as of August 31, 2003. Detailed information concerning the terms of interest rate swaps can be found in the Company's audited financial statements and notes thereto appearing in the November 30, 2002 Annual Report on Form 10-K.

ITEM 4.CONTROLS AND PROCEDURES

   Based on the evaluation of the Company's disclosure controls and procedures each of T. Tracy Bilbrough, the Chief Executive Officer, and George J. Bilek, Vice President-Finance, have concluded that in their judgment the Company's disclosure controls and procedures are designed to ensure that material information relating to the Company, including the Company's subsidiaries, is made known to such officers by others within the Company or its subsidiaries and such controls and procedures are effective as of the end of the period covered by this report.

   There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

19

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings - On or about May 17, 2002, Juno filed a Complaint against U.S. Industries, Inc. in the Superior Court of the State of Delaware in and for New Castle County and issued written discovery to U.S. Industries. In the Complaint, Juno alleges that U.S. Industries breached an exclusivity agreement with Juno related to a proposed acquisition, by engaging in negotiations with another company, Hubbell Incorporated, during an exclusivity period with Juno. The Complaint seeks damages of $8,500,000 based on a liquidated damages provision contained in the exclusivity agreement to cover expenses incurred and additional losses by Juno, as well as attorneys' fees and costs. U.S. Industries has answered the Complaint and denied liability. The parties are proceeding with discovery.

Item 2.   Changes in Securities and Use of Proceeds - None

Item 3.   Defaults Upon Senior Securities - None

Item 4.   Submission of Matters to a Vote of Security Holders - None

Item 5.   Other Information - None

Item 6. 
 

(a	)	Exhibits
		31.1	Rule 13a-14(a) certification of Chief Executive Officer
		31.2	Rule 13a-14(a) certification of Chief Financial Officer
		32.1	Section 1350 certification of Chief Executive Officer
		32.2	Section 1350 certification of Chief Financial Officer
(b	)	Reports on the Form 8-K. On September 22, 2003 we filed a Form 8-K with respect to the
		Company's second quarter earnings press release.

20

SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

JUNO LIGHTING, INC.

By:/s/ George J. Bilek
George J. Bilek, Vice President Finance
(Principal Financial Officer and Duly
Authorized Officer of the Registrant)

Dated: October 14, 2003

21

Exhibit 31.1

I, T. Tracy Bilbrough, certify that:


1.   I have reviewed this quarterly report on Form 10-Q of Juno Lighting, Inc., a Delaware corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

   a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

   b)   evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered in this report based on such evaluation;
and

   c)   disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect , the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function);

   a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information;
and

   b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: October 14, 2003

/s/ T. Tracy Bilbrough
T. Tracy Bilbrough
Chief Executive Officer

22

Exhibit 31.2

I, George J. Bilek, certify that:
1.   I have reviewed this quarterly report on Form 10-Q of Juno Lighting, Inc., a Delaware corporation;

2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

   a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

   b)   evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered in this report based on such evaluation;
and

   c)   disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect , the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function);

   a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information;
and

   b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: October 14, 2003

/s/ George J. Bilek
George J. Bilek
Vice President Finance

23

Exhibit 32.1

I, T. Tracy Bilbrough, Chief Executive Officer of Juno Lighting, Inc. certify that:


1. The quarterly report on Form 10-Q for the quarter ended August 31, 2003, as filed with the Securities and Exchange Commission on October 14, 2003, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in this quarterly report fairly presents, in all material respects, the financial conditions of the Company.

Date: October 14, 2003

/s/ T. Tracy Bilbrough
T. Tracy Bilbrough
Chief Executive Officer

24

Exhibit 32.2

I, George J. Bilek, Chief Financial Officer of Juno Lighting, Inc. certify that:


1. The quarterly report on Form 10-Q for the quarter ended August 31, 2003, as filed with the Securities and Exchange Commission on October 14, 2003, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in this quarterly report fairly presents, in all material respects, the financial conditions of the Company.

Date: October 14, 2003

/s/ George J. Bilek
George J. Bilek
Vice President Finance

25