Juno Lighting 8-K Juno Lighting, Inc. Announces Record First Quarter Results

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported)     March 24, 2005     

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

Delaware	0-11631	36-2852993
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1300 S. Wolf Road P.O. Box 5065, Des Plaines Illinois	60017-5065
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, including area code      (847) 827-9880     

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (14 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-a(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02		Other Events and Required FD DisclosureResults of Operations and Financial Condition.
		On March 24, 2005, Juno Lighting, Inc. issued a press release announcing financial results for the quarter ended February 28, 2005. A copy of this press release is attached hereto as Exhibit 99.1. This information, including exhibits attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01		Regulation FD Disclosure.
		On March 24, 2005, Juno Lighting, Inc. issued a press release announcing financial results for the quarter ended February 28, 2005. A copy of this press release is attached hereto as Exhibit 99.1. This information, including exhibits attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9		Financial Statements, Pro Forma Financial Information and Exhibits.
		The following exhibits are being furnished as part of this Form 8-K:
	Exhibit Number	Description
	Exhibit 99.1	Press Release issued by Juno Lighting, Inc. dated March 24, 2005, announcing the results for the quarter ended February 28, 2005.

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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 hereunto duly authorized.

DATE March 24, 2005	BY                  /s/ George J. Bilek
	George J. Bilek
	Executive Vice President and Chief Financial Officer

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JUNO LIGHTING, INC.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Juno Lighting, Inc. dated March 24, 2005, announcing the results for the quarter ended February 28, 2005.

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Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:  George Bilek
847-827-9880

JUNO LIGHTING, INC.
ANNOUNCES RECORD FIRST QUARTER RESULTS

Des Plaines, IL, March 24, 2005... Juno Lighting, Inc. (NASDAQ-JUNO) announced that for the quarter ended February 28, 2005 sales increased 19.5% to $60,814,000 compared to first quarter 2004 sales of $50,891,000 as the Company achieved solid growth in all end markets. Operating income for the first quarter of 2005 increased 26.7% to $11,515,000 compared to $9,086,000 for the prior year's first quarter. Net income available to common shareholders for the first quarter of 2005 was approximately $1,481,000, after taking into account $622,000 ($390,000 net of income taxes) for foreign currency translation loss ($0.53 per common share on a basic and $0.48 on a diluted basis), compared to net income available to common shareholders of $493,000 ($0.19 per common share on a basic and diluted basis) for the like period in 2004.

Commenting on the first quarter results President and CEO Tracy Bilbrough said "This quarter's strong performance gives us seven consecutive quarters of double-digit organic sales growth. Despite much higher raw material costs vs. the first quarter of 2004, we were able to leverage our sales growth into a substantial increase in our operating earnings."

The Company will conduct a conference call on March 24, 2005 at 3:30 p.m. Central Standard Time. Those interested may listen to the call by dialing 888-459-8438, pass code "JUNO" and leader "George Bilek". A replay of the conference call will be available from 6:00 PM (Central) March 24, 2005 to 6:00 PM March 31, 2005 by dialing (800) 873-2117 (U.S.) and (402) 220-5071 (Int'l), pass code 54321.

Juno Lighting, Inc. is a leader in the design, manufacturing, and marketing of lighting fixtures for commercial and residential use. This press release contains various forward-looking statements that are not statements of historical events. Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated, indicated or expected. Such risks and uncertainties include: economic conditions generally, levels of construction and remodeling activities, our ability to improve manufacturing efficiencies, disruptions in manufacturing or distribution, product and price competition, raw material prices, our ability to develop and successfully introduce new products, consumer acceptance of such new products, the ability of our new products to perform as designed when utilized by consumers, technology changes, patent issues, exchange rate fluctuations, and other risks and uncertainties. Juno undertakes no obligation to update any such f actors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

JUNO LIGHTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
	(in thousands except for share amounts)
			Three Months Ended
			Feb. 28,			Feb. 29,
			2005			2004
Net sales		$	60,814		$	50,891
Cost of sales			30,547			25,540
Gross profit			30,267			25,351
Selling, general and administrative expenses			18,752			16,265
Operating income			11,515			9,086
Other income (expense):
Interest expense			(3,203	)		(3,630	)
Interest and dividend income			4			5
Unrealized gain (loss) on interest rate swap			-			110
Loss on foreign currency translation			(622	)		-
Miscellaneous			3			34
Total other (expense)			(3,818	)		(3,481	)
Income before taxes on income			7,697			5,605
Taxes on income			2,876			2,075
Net income			4,821			3,530
Less: preferred stockholder participation rights			3,340			3,037
Net income available to common shareholders		$	1,481		$	493
Net income per common share (A)
Basic		$	.53		$	.19
Diluted		$	.48		$	.19
Average number of outstanding shares
Basic			2,804,111			2,600,264
Diluted			3,076,129			2,632,152
EBITDA (B)		$	12,443		$	10,460

(A	)	Net Income per common share is reported in compliance with EITF 03-06, effective for quarters ending after June 30, 2004, which resulted in no restatement for the quarter ended February 29, 2004.
(B	)	EBITDA represents earnings before (a) taxes on income, (b) interest expense, (c) interest, dividend, and other miscellaneous income, (d) depreciation and amortization, (e) deferred compensation and (f) other non-cash charges. EBITDA is not a calculation prepared in accordance with generally accepted accounting principles and, because all companies do not calculate EBITDA identically, the presentation of EBITDA herein is not necessarily comparable to similarly entitled measures of other companies. The reconciliation of EBITDA is set forth in the table below. Additionally, EBITDA is not intended to represent and should not be considered more meaningful than, or an alternative to, measures of operating performance as determined in accordance with generally accepted accounting principles. However, EBITDA data are included because management understands that such information is considered by certain investors as an additional basis on which to evaluate Juno's ability to pay interest, repay deb t and make capital expenditures. We also use EBITDA as an integral part of internal reporting to evaluate management team performance and to monitor compliance with certain financial covenants in our credit agreements.

EBITDA reconciliation (unaudited)
		Three Months Ended
(In thousands)		Feb. 28,		Feb. 29,
		2005		2004
Net income	$	4,821	$	3,530
Add back (subtract):
Income taxes		2,876		2,075
Interest expense		3,203		3,630
Unrealized gain on interest rate swap		-		(110	)
Loss on foreign currency translation		622
Interest, royalty and miscellaneous income		(7	)	(39	)
Depreciation and amortization		916		1,374
Deferred compensation and other non-cash charges		12		-
EBITDA	$	12,443	$	10,460

JUNO LIGHTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
		(in thousands)
		Feb. 28,			November 30,
		2005			2004
		(Unaudited)			(Unaudited)
Assets
Current assets:
Cash	$	471		$	2,362
Accounts receivable, less customer allowances of $985
and $1,060		43,094			42,350
Inventories		30,869			27,049
Prepaid expenses and other current assets		4,115			4,161
Total current assets		78,549			75,922
Property and equipment, net		40,014			40,202
Goodwill		18,468			18,690
Intangibles, net of accumulated amortization of $2,044
and $1,796		4,905			5,125
Other assets		1,354			419
Total assets	$	143,290		$	140,358
Liabilities and stockholders' deficit
Current liabilities:
Accounts payable	$	18,126		$	17,019
Accrued liabilities		12,423			16,420
Short term borrowings		4,700			2,500
Current maturities of long-term debt		1,650			1,650
Total current liabilities		36,899			37,589
Long-term debt, less current maturities		193,025			194,438
Deferred income taxes payable		3,637			4,027
Preferred dividend payable		9,642			6,428
Commitments and contingencies
Redeemable preferred stock, series A and B convertible $.001
par value; $100 stated value; 5,000,000 shares
authorized and 1,063,500 shares issued, stated at redemption value		116,876			116,876
Stockholders' deficit
Common stock, $.001 par value;
Shares authorized 45,000,000;
Issued 2,810,791 and 2,800,691		3			3
Paid-in capital		1,592			1,305
Accumulated other comprehensive income		877			560
Stockholder note receivable		(200	)		(200	)
Accumulated deficit		(219,061	)		(220,668	)
Total stockholders' deficit		(216,789	)		(219,000	)
Total liabilities, redeemable preferred stock and stockholders' deficit	$	143,290		$	140,358

JUNO LIGHTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	(in thousands)
	Three Months Ended
	Feb 28,					Feb.29,
	2005					2004
Cash flows provided by operating activities:
Net income			$	4,821				$	3,530
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,117					1,373
Unrealized loss (gain) on interest rate swap		-					(110			)
Deferred income taxes		(16			)		(223			)
Deferred compensation		12					-
Interest expense		(27			)		-
Tax benefit on stock options exercised		71					-
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(889			)		2,141
(Increase) in inventories		(3,973			)		(2,090			)
(Increase) decrease in prepaid expenses and other current assets		(681			)		705
Decrease (increase) in other assets		233					(423			)
(Decrease) in accounts payable and accrued liabilities		(2,810			)		(3,512			)
Net cash (used in) provided by operating activities		(2,142			)		1,391
Cash flows used in investing activities:
Capital expenditures		(780			)		(461			)
Cash used in investing activities		(780			)		(461			)
Cash flows provided by (used in) financing activities:
Principal payments on long-term debt, including the revolver and bank debt		(20,327			)		(19,079			)
Proceeds from bank debt, including the revolver		21,200					16,800
Debt refinancing costs		(29			)		-
Proceeds from exercise of stock options		204					547
Net cash provided by (used in) financing activities		1,048					(1,732			)
Effect of exchange rate changes on cash		(17			)		-
Net decrease in cash		(1,891			)		(802			)
Cash at beginning of period		2,362					1,702
Cash at end of period			$	471				$	900
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest			$	3,244				$	7,341
Income taxes		573					158