Juno Lighting 8-K Juno Lighting, Inc. Announces Record Second 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)     June 27, 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 June 27, 2005, Juno Lighting, Inc. issued a press release announcing financial results for the quarter ended May 31, 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 June 27, 2005, Juno Lighting, Inc. issued a press release announcing financial results for the quarter ended May 31, 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 June 27, 2005, announcing the results for the quarter ended May 31, 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 June 27, 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 June 27, 2005, announcing the results for the quarter ended May 31, 2005.

Page 4

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:  George Bilek
847-827-9880

JUNO LIGHTING, INC.
ANNOUNCES RECORD SECOND QUARTER RESULTS

Des Plaines, IL, June 27, 2005... Juno Lighting, Inc. (NASDAQ-JUNO) announced that for the quarter ended May 31, 2005 sales increased 12.4% to $72,037,000 compared to second quarter 2004 sales of $64,082,000 as the Company achieved solid growth in all end markets. Operating income for the second quarter of 2005 increased 6.6% to $15,303,000 compared to $14,352,000 for the prior year's second quarter. Net income available to common shareholders for the second quarter of 2005 was approximately $2,395,000, ($0.84 per common share on a basic and $ 0.78 on a diluted basis), compared to net income available to common shareholders of $1,754,000 ($0.67 per common share on a basic and $0.63 on a diluted basis) for the like period in 2004.

Sales for the first six months of fiscal 2005 increased 15.5% to $132,850,000 compared to $114,973,000 for the like period in 2004. Operating income for the first six months of fiscal 2005 increased 14.4% to $26,817,000 compared to $23,439,000 for the like period in 2004. Net income available to common shareholders for the first six months of fiscal 2005 was approximately $3,878,000 ($1.37 on a basic and $1.26 on a diluted basis), compared to net income available to common shareholders of $2,844,000 ($1.09 on a basic and $1.05 on a diluted basis) for the like period in 2004.

Commenting on second quarter results, President and CEO Tracy Bilbrough said, "Our strong second quarter results represent our eighth consecutive quarter of double digit organic sales growth. All segments of our business continued to show solid momentum in the quarter and our strong slate of new products, launched earlier this year, are off to an excellent start."

As a result of recent efforts by the Board to review and evaluate strategic alternatives to enhance shareholder value, approximately $562,000 of expenses were recorded in the second quarter of 2005. In the second quarter of fiscal 2004, in connection with the refinancing of the Company's Senior Credit Facility and related matters, approximately $1,004,000 of expenses were recorded in the period. These expenses include a $719,000 non-cash charge to write-off unamortized deferred financing costs for the previously existing credit facility. Excluding the aforementioned expenses, earnings per common share would have been $0.88 on a basic and $0.81 on a diluted basis for the second quarter of 2005 compared to $0.74 and $0.70 for the like period in 2004. For the six months ended May 31, 2005 adjusted earnings per share excluding the aforementioned expenses would have been $1.41 on a basic and $1.29 on a diluted basis compared to $1.16 on a basic and $1.12 on a diluted basis for the like period in 2004. The Co mpany reports these adjusted results, which are non-GAAP financial measures, to provide a better understanding of its core results.

The Company will conduct a conference call on June 27, 2005 at 3:30 p.m. Central Daylight Time. Those interested may listen to the call by dialing 888-324-7514, pass code "JUNO" and leader "George Bilek". A replay of the conference call will be available from 6:00 PM (Central) June 27, 2005 to 6:00 PM July 4, 2005 by dialing 866-495-6465 (U.S.) and 203-369-1766 (Int'l).

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
(Unaudited)
	(in thousands except for share amounts)
			Three Months Ended						Six Months Ended
			May 31,			May 31,			May 31,			May 31,
			2005			2004			2005			2004
Net sales		$	72,037		$	64,082		$	132,850		$	114,973
Cost of sales			35,976			31,781			66,521			57,321
Gross profit			36,061			32,301			66,329			57,652
Selling, general and administrative expenses			20,758			17,949			39,512			34,213
Operating income			15,303			14,352			26,817			23,439
Other income (expense):
Interest expense			(3,136	)		(4,662	)		(6,339	)		(8,291	)
Interest and dividend income			3			2			6			6
Unrealized gain (loss) on interest rate swap			-			(539	)		-			(429	)
Foreign currency exchange gain (loss)			194			-			(427	)		-
Miscellaneous			49			13			54			47
Total other (expense)			(2,890	)		(5,186	)		(6,706	)		(8,667	)
Income before taxes on income			12,413			9,166			20,111			14,772
Taxes on income			4,586			3,427			7,463			5,503
Net income			7,827			5,739			12,648			9,269
Less: preferred stockholder participation rights			5,432			3,985			8,770			6,425
Net income available to common stockholders		$	2,395		$	1,754		$	3,878		$	2,844
Net income per common share (A)
Basic		$	0.84		$	0.67		$	1.37		$	1.09
Diluted		$	0.78		$	0.63		$	1.26		$	1.05
Average number of outstanding shares
Basic			2,842,427			2,624,213			2,823,480			2,611,953
Diluted			3,083,059			2,776,468			3,084,534			2,705,814
EBITDA (B)		$	16,276		$	15,403		$	28,719		$	25,863

(A	)	Net Income per common share is reported in compliance with EITF 03-06, effective for quarters ending after June 30, 2004. Prior period net income amounts have been restated in accordance with EITF 03-06 resulting in reductions of previously reported net income per share for the second quarter of 2004 of $0.34 on a basic and $0.02 on a diluted basis and for the six months ended May 31, 2004 of $0.11 on a basic and $0.01 on a diluted basis.
(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				Six Months Ended
(In thousands)		May 31,		May 31,		May 31,		May 31,
		2005		2004		2005		2004
Net income	$	7,827	$	5,739	$	12,648	$	9,269
Add back (subtract):
Income taxes		4,586		3,427		7,463		5,503
Interest expense		3,136		3,943		6,339		7,572
Unrealized gain on interest rate swap		-		539		-		429
Foreign currency exchange (gain) loss		(194	)	-		427		-
Interest, royalty and miscellaneous income		(52	)	(15	)	(60	)	(53	)
Depreciation and amortization		961		1,051		1,878		2,424
Write-off of deferred financing costs		-		719		-		719
Deferred compensation and other non-cash charges		12		-		24		-
EBITDA	$	16,276	$	15,403	$	28,719	$	25,863

Reconciliation of non-GAAP measures (unaudited)
		Three Months Ended				Six Months Ended
(In thousands except share amounts)		May 31,		May 31,		May 31,		May 31,
		2005		2004		2005		2004
Expenses related to strategic alternatives and refinancing, net of    estimated taxes of $208 in 2005 and $371 in 2004	$	354	$	633	$	354	$	633
Basic earnings per share:
Net income as reported	$	7,827	$	5,739	$	12,648	$	9,269
Expenses related to strategic alternatives and refinancing, net of    estimated taxes		354		633		354		633
Adjusted net income	$	8,181	$	6,372	$	13,002	$	9,902
Less: Preferred stockholder participation rights		5,677		4,424		9,016		6,864
Adjusted net income attributable to common shares	$	2,504	$	1,948	$	3,986	$	3,038
Average common shares outstanding - basic		2,842,427		2,624,213		2,823,480		2,611,953
Earnings per share as reported - basic	$	0.84	$	0.67	$	1.37	$	1.09
Per share impact of strategic alternative and refinancing    expenses - basic		0.04		0.07		0.04		0.07
Adjusted earnings per share - basic	$	0.88	$	0.74	$	1.41	$	1.16

Reconciliation of non-GAAP measures (unaudited) CONTINUED
		Three Months Ended				Six Months Ended
(In thousands except share amounts)		May 31,		May 31,		May 31,		May 31,
		2005		2004		2005		2004
Diluted earnings per share:
Net income as reported	$	7,827	$	5,739	$	12,648	$	9,269
Expenses related to strategic alternatives and refinancing, net of    estimated taxes		354		633		354		633
Adjusted net income	$	8,181	$	6,372	$	13,002	$	9,902
Less: Preferred stockholder participation rights		5,677		4,424		9,016		6,864
Adjusted net income attributable to common shares	$	2,504	$	1,948	$	3,986	$	3,038
Average common shares outstanding - diluted		3,083,059		2,776,468		3,084,534		2,705,814
Earnings per share as reported - diluted	$	0.78	$	0.63	$	1.26	$	1.05
Per share impact of strategic alternative and refinancing    expenses - diluted		0.03		0.07		0.03		0.07
Adjusted earnings per share - diluted	$	0.81	$	0.70	$	1.29	$	1.12

Adjusted earnings per share has been presented because management believes that it is important for investors to understand the operating earnings of the business excluding expenses related primarily to the evaluation of strategic alternatives and refinancing of company debt.

JUNO LIGHTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
		(in thousands)
		May 31,			November 30,
		2005			2004
Assets
Current assets:
Cash	$	439		$	2,362
Accounts receivable, less customer allowances of $1,007
and $1,060		50,599			42,350
Inventories		30,160			27,049
Prepaid expenses and other current assets		4,144			4,161
Total current assets		85,342			75,922
Property and equipment, net		39,891			40,202
Goodwill		18,371			18,690
Intangibles, net of accumulated amortization of $1,756
and $1,796		4,944			5,125
Other assets		1,285			419
Total assets	$	149,833		$	140,358
Liabilities and stockholders' deficit
Current liabilities:
Accounts payable	$	18,177		$	17,019
Accrued liabilities		14,808			16,420
Short term borrowings		2,300			2,500
Current maturities of long-term debt		1,438			1,650
Total current liabilities		36,723			37,589
Long-term debt, less current maturities		190,878			194,438
Deferred income taxes payable		3,611			4,027
Preferred dividend payable		12,856			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 2,850,493 and 2,800,691		3			3
Paid-in capital		2,652			1,305
Accumulated other comprehensive income		882			560
Stockholder note receivable		(200	)		(200	)
Accumulated deficit		(214,448	)		(220,668	)
Total stockholders' deficit		(211,111	)		(219,000	)
Total liabilities, redeemable preferred stock and stockholders' deficit	$	149,833		$	140,358

JUNO LIGHTING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
			(in thousands)
			Six Months Ended
			May 31,						May 31,
			2005						2004
Cash flows provided by operating activities:
Net income		$			12,648		$						9,269
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization				1,964							2,749
Unrealized loss on interest rate swap				-							429
Deferred income taxes				(12		)					(271			)
Write-off of deferred financing costs				-							719
Deferred compensation				24							-
Derivative hedged instruments' ineffectiveness				(19		)					-
Tax benefit on stock options exercised				319							-
Changes in operating assets and liabilities:
(Increase) in accounts receivable				(8,460		)					(4,600			)
(Increase) in inventories				(3,329		)					(2,297			)
(Increase) decrease in prepaid expenses and other current assets				(362		)					63
Decrease (increase) in other assets				131							(984			)
(Decrease) increase in accounts payable and accrued liabilities				(340		)					3,790
Net cash provided by operating activities				2,564							8,867
Cash flows used in investing activities:
Capital expenditures				(1,591		)					(1,594			)
Cash used in investing activities				(1,591		)					(1,594			)
Cash flows (used in) provided by financing activities:
Principal payments on long-term debt, including the revolver and bank debt				(47,049		)					(58,270			)
Proceeds from bank debt, including the revolver				43,200							79,300
Debt refinancing costs				(29		)					(1,954			)
Proceeds from exercise of stock options				1,004							1,032
Net cash (used in) provided by financing activities				(2,874		)					20,108
Effect of exchange rate changes on cash				(22		)					-
Net (decrease) increase in cash				(1,923		)					27,381
Cash at beginning of period				2,362							1,702
Cash at end of period		$			439							$	29,083
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest		$			6,389					$			7,161
Income taxes				6,419							5,283
Non-cash financing activities:
Dividends to preferred shareholders	$				6,428			$					6,135