SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 28, 1997 For the quarterly period ended ........................................... OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ................... to .................... 0-11631 Commission File Number .......... JUNO LIGHTING, INC. .......................................................................... (Exact name of registrant as specified in its charter) Incorporated in Delaware 36-2852993 .......................................................................... (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2001 South Mt. Prospect Ave., Des Plaines, Illinois 60017-5065 .......................................................................... (Address of principal executive offices) (Zip Code) 847 - 827 - 9880 .......................................................................... (Registrant's telephone number, including area code) .......................................................................... (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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. X Yes ..... No ..... There were 18,513,012 common shares outstanding as of March 31, 1997. <PAGE 2> JUNO LIGHTING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS ===================================== (In Thousands) February 28, November 30, ASSETS 1997 1996 ------------ ------------ (Unaudited) (Unaudited) CURRENT ASSETS: Cash and cash equivalents $ 2 967 $ 3 473 Marketable securities 64 467 67 622 Accounts receivable, less allowance for possible losses of $638,000 and $554,000 20 749 21 725 Inventories at lower of cost or market 23 819 23 275 Prepaid expenses and miscellaneous 4 208 4 346 ------- ------- TOTAL CURRENT ASSETS 116 210 120 441 ------- ------- PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation of $15,418,000 and $14,611,000 43 911 42 805 OTHER ASSETS: ------- ------- Marketable securities 10 770 10 720 Goodwill and other intangibles, net of accumulated amortization of $1,917,000 and $1,877,000 4 107 4 148 Miscellaneous 68 67 ------- ------- TOTAL OTHER ASSETS 14 945 14 935 ------- ------- $ 175 066 $ 178 181 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 3 479 $ 4 132 Accrued liabilities 7 570 11 844 ------- ------- TOTAL CURRENT LIABILITIES 11 049 15 976 ------- ------- LONG-TERM DEBT & DEFERRED INCOME TAXES 6 310 6 544 ------- ------- STOCKHOLDERS' EQUITY: Common stock, $.01 par, shares authorized 50,000,000; outstanding 18,563,412 & 18,563,412 186 186 Paid-in-capital 4 915 4 915 Cumulative marketable securities valuation adjustment 357 670 Cumulative loss on foreign currency translation ( 247) ( 197) Retained earnings 153 292 150 883 ------- ------- 158 503 156 457 Less Treasury stock, at cost, 50,400 shares ( 796) ( 796) ------- ------- TOTAL STOCKHOLDERS' EQUITY 157 707 155 661 ------- ------- $ 175 066 $ 178 181 ======= ======= (See Notes To Consolidated Financial Statements) <PAGE 3> JUNO LIGHTING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME =========================================== (In Thousands Except Per Share Amounts) Three Months Ended -------------------------- February 28, February 29, 1997 1996 ----------- ------------ (Unaudited) (Unaudited) NET SALES $ 30 804 $ 28 186 COST OF SALES 16 453 16 087 ------- ------- Gross profit 14 351 12 099 SELLING, GENERAL AND ADMINISTRATIVE 9 512 8 722 ------- ------- Operating income 4 839 3 377 OTHER INCOME 960 976 ------- ------- Income before taxes on income 5 799 4 353 TAXES ON INCOME 1 909 1 397 ------- ------- NET INCOME $ 3 890 $ 2 956 ======= ======= NET INCOME PER COMMON SHARE $0.21 $0.16 ======= ======= (See Notes To Consolidated Financial Statements) <PAGE 4> JUNO LIGHTING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF RETAINED EARNINGS ===================================================== (In Thousands) Three Months Ended February 28, 1997 ------------------ (Unaudited) RETAINED EARNINGS, beginning of period $ 150 883 CASH DIVIDEND ($0.08 per share) ( 1 481) NET INCOME, three months ended February 28, 1997 3 890 ------- RETAINED EARNINGS, end of period $ 153 292 ======= (See Notes To Consolidated Financial Statements) <PAGE 5> JUNO LIGHTING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ================================== (In Thousands) Three Months Ended --------------------------- February 28, February 29, 1997 1996 ----------- ----------- (Unaudited) (Unaudited) CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES: Net income $ 3 890 $ 2 956 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation & amortization 849 745 Changes in assets and liabilities: Decrease in accounts receivable 927 751 (Increase) in inventory ( 544) ( 479) Decrease in prepaid expense 303 1 416 Decrease in other assets 0 30 (Decrease) Increase in accounts payable and accrued expenses ( 4 927) 1 453 (Increase) in deferred taxes ( 172) ( 74) ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES: 326 6 798 ------- ------- CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES: Capital expenditures ( 1 914) ( 842) Purchases of marketable securities ( 3 490) ( 12 700) Sales of marketable securities 6 116 9 920 ------- ------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 712 ( 3 622) ------- ------- (CONTINUED ON NEXT PAGE) <PAGE 6> JUNO LIGHTING, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) ================================= (In Thousands) Three Months Ended --------------------------- February 28, February 29, 1997 1996 ___________ ___________ (Unaudited) (Unaudited) CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES: Purchase of Treasury stock 0 ( 637) Proceeds from exercise of stock options 0 140 Dividend paid ( 1 481) ( 1 475) Principal payments on long-term debt ( 63) ( 114) ___________ ___________ NET CASH (USED IN) FINANCING ACTIVITIES ( 1 544) ( 2 086) ___________ ___________ NET (DECREASE) INCREASE IN CASH ( 506) 1 090 CASH AT BEGINNING OF PERIOD 3 473 6 519 ___________ ___________ CASH AT END OF PERIOD $ 2 967 $ 7 609 =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 67 $ 86 Income taxes 239 255 (SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS) <PAGE 7> JUNO LIGHTING, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ==================================================== FINANCIAL INFORMATION The financial information presented in these 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, 1996 was derived from the Company's audited consolidated financial statements. INVENTORIES Inventories are summarized as follows: (In Thousands) February 28, November 30, 1997 1996 ----------- ----------- Finished goods $ 11 664 $ 11 241 Raw materials 12 155 12 034 ------- ------- $ 23 819 $ 23 275 ======= ======= NET INCOME PER COMMON SHARE Net income per common share is calculated by dividing net income by the weighted average number of common shares outstanding including assumed exercise of stock options during the periods. Such weighted average number of shares outstanding is as follows: February 28, February 29, 1997 1996 3 months ended 18,524,796 18,487,650 <PAGE 8> ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION ======================================================== RESULTS OF OPERATIONS: _____________________ Three Months Ended February 28, 1997 Compared With Three Months _______________________________________________________________ Ended February 29, 1996 _______________________ During the first quarter ended February 28, 1997, net sales increased 9.3% to $30,804,000 compared to $28,186,000 for the like period in 1996. This increase in sales is due primarily to a favorable comparison against disappointing sales results in the first quarter of 1996 and increased demand for new products introduced in 1996. Sales through Juno's Canadian subsidiary increased 18.5% to $1,701,000 compared to $1,435,000 for the like period in 1996. This increase, in Management' opinion, is primarily due to market share gains. Cost of sales as a percentage of net sales decreased to 53.4% for the quarter, compared to 57.1% for the like period in 1996. This decrease is due primarily to one-time bonus expenditures in the first quarter of 1996 resulting from the labor contract settlement in the Fall of 1995, with the remainder due to reductions in raw materials costs and benefits associated from retooling of high volume parts. Selling, general and administrative expenses increased by $790,000 (9.1%) primarily due to advertising and promotional costs associated with new product introductions, increases in freight costs, increases in salaries and benefits, and increases in legal fees. These increases in the first quarter of 1997 were offset by one-time expenditures in the like period of 1996 relating to an executive relocation agreement and to costs relating to a national sales meeting to introduce new products, and as a result, the percentage of sales remained consistent with 1996 levels at 30.9%. As a result of the above factors, operating income increased to 15.7% of sales as compared to 12.0% for the like period in 1996. LIQUIDITY AND CAPITAL RESOURCES: _______________________________ During the three month period ended February 28, 1997, the Company generated positive net cash flow from operating activities of $326,000. This was comprised principally of net income, depreciation and amortization, decreases in accounts receivable and prepaid expenses (collectively aggregating $5,969,000), net of increases in inventory of $544,000 and accounts payable of $4,927,000. The Company used the net cash provided from operating activities to finance capital expenditures of $1,914,000 and pay dividends of $1,481,000 ($.08 per common share). On March 3, 1997, the Company announced the declaration of a cash dividend of 8 cents per share payable April 15, 1997, to stockholders of record on March 14, 1997. The Board of Directors intends to maintain regular quarterly dividends at the same rate. Management believes that the existing level of working capital is adequate for the Company's liquidity needs currently and in the foreseeable future. It is currently anticipated that future working capital requirements and capital expenditures will be met by internally generated funds. <PAGE 9> PART II - OTHER INFORMATION =========================== Item 1. Legal Proceedings - Reference is made to Item 3 of Part I of the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1996 for a description of an action filed by Juno Online Services, L.P. Item 2. Changes in Securities - 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 - None (b) During the quarter for which this report is filed, no reports on Form 8-K were filed. <PAGE 10> 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: George J. Bilek, Vice President Finance --------------------------------------- (Principal Financial Officer) Dated: April 14, 1997