10-K 1 edagr200210k.txt FORM 10 K NOVEMBER 30, 2001 ============================================================================= SECURITIES AND EXCHANGE C0MMISSION Washington, D.C. 20549 ----------------------- FORM 10-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE --- ACT OF 1934 For the fiscal year ended November 30, 2001 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES --- EXCHANGE ACT OF 1934 For the transition period from to . --------- --------- Commission file number 0-11631 ------------------------------ JUNO LIGHTING, INC. (Exact name of registrant as specified in its charter) Delaware 36-2852993 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1300 S. Wolf Road P.0. Box 5065 Des Plaines, Illinois 60017-5065 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (847) 827-9880 ----------------------- Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- --------------------- None None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001 per share Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes No X . --- --- Aggregate market value of voting stock held by non-affiliates of the registrant, based upon the price of the stock as reported by the National Association of Securities Dealers Automated Quotations System, on January 31, 2002: $21,575,002. At January 31, 2002, 2,500,389 shares of common stock were outstanding. ============================================================================= DOCUMENTS INCORPORATED BY REFERENCE 1. Registrant's Proxy Statement for its 2002 Annual Meeting of Stockholders (the "Proxy Statement"), which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant's fiscal year, is incorporated into Part III of this Annual Report on Form l0-K, as indicated herein. PART I ------ ITEM 1. BUSINESS ----------------- General ------- Juno Lighting, Inc. began operations in 1976 and was incorporated in Illinois. It changed its state of incorporation to Delaware in 1983. Its executive offices and principal plant are located at 1300 S. Wolf Road, Des Plaines, Illinois 60018, a suburb of Chicago; the telephone number is (847)827-9880. Juno also has facilities in the Los Angeles, Indianapolis, Toronto, Philadelphia, Dallas and Atlanta areas. The terms "Juno" and "Company" as used herein mean Juno Lighting, Inc. and its subsidiaries, collectively. The Company is a leading designer, assembler and marketer of recessed and track lighting fixtures. Its broad product line is used in commercial and residential remodeling and in new construction. Its principal products use a variety of light sources and are designed for reliable and flexible function, efficient operation, attractive appearance and simple installation and servicing. The Company is also engaged in the marketing, design and manufacture of other incandescent and fluorescent lighting products with application in the commercial lighting market, primarily in department and chain stores. Approximately 93% of the Company's sales in fiscal 2001 were made in the United States, with most of the balance made in Canada. The Company's sales are made primarily to electrical distributors as well as certain wholesale lighting outlets. Such distributors resell the Company's products for use in remodeling of existing structures and in new residential, commercial and institutional construction. The Company produces a wide variety of fixtures and related equipment for the recessed and track lighting markets. Its recessed lighting fixtures are designed to be installed directly into ceilings, while its track lighting fixtures are mounted on electrical tracks affixed to ceilings or walls. End- users of the Company's products generally prefer them due to their superior design, reliability and ease of installation. Juno designs and assembles substantially all of its products in-house. However, it outsources virtually all component manufacturing to a number of independent vendors principally located near its production facilities. Inventories are maintained at three production and distribution facilities located near Chicago, Indianapolis and Toronto and at distribution facilities near Atlanta, Dallas, Los Angeles and Philadelphia. The Company's primary means of distribution is through over 1,400 distributors of lighting products located throughout the United States and Canada. The Company has established itself as a preferred lighting supplier by providing high quality and well-designed products, superior customer service, timely delivery, technical advice and product training. Its distributors maintain their own inventory of the Company's products, and, in turn, sell to electrical contractors and builders and, in some cases, at the retail level. Sales to distributors are made through the Company's knowledgeable sales staff and through manufacturers' agents who also sell other, non-competing electrical products. The Company also has a national accounts sales force that focuses on department store, specialty retail, supermarket and commercial accounts. The Company works closely with these national accounts to provide custom solutions to their lighting needs and, in turn, to have the Company's products specified for their major renovations or store expansions. Products -------- The Company produces a wide variety of lighting fixtures and related equipment of both contemporary and traditional design, most of which are available in a variety of styles, sizes and finishes. Some styles differ from others only in size, light source capacity or other minor modifications. Some fixtures which Juno produces are designed to be installed in recesses in ceilings, while others are designed to be mounted on electrified tracks affixed to ceilings or walls, while still others are used in merchandise display cases. Each recessed fixture is composed of a housing and a separate trim. Housings may be fitted with a variety of trims offering a wide choice of diffusers, lenses and louvers to satisfy different optical and aesthetic requirements. Recessed fixtures are generally used for down-lighting, but by special configuration they also may be used for wall-washing and spot lighting. The Company has designed recessed lighting fixtures, sold under the Sloped Ceiling Downlights name, that provide lighting perpendicular to a floor from a sloped ceiling. The Company also produces a series of recessed lighting fixtures sold under the name Air-Loc which are designed to restrict the passage of air into and out of a residence through the fixture to minimize energy loss. The Company's line of commercial lighting fixture products for use primarily in department and chain stores utilize incandescent, fluorescent, high intensity discharge and compact fluorescent light sources to provide specialty and general purpose lighting. In 2001 the Company introduced a new line of high performance recessed lighting targeted for custom homes. Marketed under the ACULUX name, these highly efficient luminaires create more precise/dramatic lighting effects from fixtures that quietly blend in with the architecture. The Company's principal track lighting system, sold under the Trac-Master name, is made up of an electrified extruded aluminum channel (called the track) and a wide variety of individual fixtures that may be connected at any point on the track. The individual fixtures are available in different geometric styles, light source sizes and finishes. In 2001 Juno introduced the Silver Collection which features popular trac fixtures and recessed trims in an attractive hand brushed satin chrome finish. The Company also has a line of track lighting produced under the name of Trac-Lites to complement its line of products under the Trac-Master name. This line is a lower priced but high quality line of products that do not contain some of the features of Trac-Master. Track lighting products were originally developed for use in store displays. While this use continues to be important, track lighting is also popular in the residential market, particularly in the remodeling and do-it- yourself markets. One line of the Company's track fixtures allows each track light to be controlled by either of two switches and includes a series of miniature low voltage halogen track lights that provide higher lumens per watt than standard incandescent light sources. In 2001 the Company introduced a new line of energy efficient metal halide trac fixtures for retail and commercial display lighting. Marketed under the MH2 name, the series incorporates a modular ballast pack with a series of innovative spotlight, flood and pendant fixtures. MH2 significantly lowers energy and maintenance costs while dramatically rendering merchandise and displayed objects with outstanding color, dimension and sparkle. The Company also produces and markets a series of track lighting products under the names Trac 12 and Flex 12. Trac 12 is a low voltage track lighting system featuring small individual fixtures and a miniature lamp holder used in linear lighting applications. Flex 12, which was introduced in 2000, is also a low voltage track lighting system that features a track that can be curved in a variety of shapes. A series of miniature fixtures were introduced to accompany this flexible system for commercial and residential lighting applications. Through an acquisition that occurred in August 2001, Juno became a supplier of High Intensity Discharge (HID) lighting products for commercial and industrial applications principally in Canada. Indoor lighting products include high and low bay luminaires designed to illuminate large spaces such as factories, warehouses, indoor sports arenas and retail stores. Outdoor lighting products include area, flood, building and canopy mount luminaires to provide security lighting, to illuminate building facades, parking garages and parking lots. Marketed under the Acculite brand, these products are characterized by high quality construction and superior photometric performance to facilitate lower installation and operating costs. The Company believes its innovations in simplifying installation and improving the function of its lighting products have served to increase demand for its products. Juno, Indy, Trac-Master, Real Nail and Air-Loc are registered trademarks of Juno. Production ---------- The Company designs and assembles substantially all of its products in- house. However, the Company outsources virtually all component manufacturing to a number of independent vendors located principally near its production facilities. Tools, dies and molds are manufactured by outside sources to the Company's designs and specifications. Tooling is consigned to independent job shops, largely near the Company's manufacturing facilities, which fabricate and finish the components of the Company's products. The Company inspects the components and assembles, tests, packages, stores and ships the finished products. Most assembly operations are performed at the Des Plaines, Illinois plant and Indianapolis, Indiana assembly facilities. The Company outsources manufacturing of virtually all components to minimize fixed costs and capital requirements and to produce flexibility in responding to market needs. It believes its utilization of subcontractors with specialized skills is the most efficient method of manufacturing its products. The Company further believes that alternate tool making specialists and fabricators are generally available. It uses multiple subcontractors for most of its components to facilitate availability. In addition, the Company purchases many of the raw materials used in the manufacturing of its components to control the quality of the raw materials used by the subcontractors and to receive more competitive prices for the raw materials. The Company spent approximately $4,973,000, $4,696,000, and $4,739,000 on research, development and testing of new products and development of related tooling in fiscal 2001, 2000, and 1999, respectively. Sales and Distribution ---------------------- The Company has relationships with a broad base of over 1,400 distributors across the United States and in Canada. Each of the Company's distributors maintains its own inventory of Company products and in turn, sells to electrical contractors and builders and, in some cases, also sells at the retail level. Sales to distributors are made through the Company's own staff of sales managers and sales personnel and also through manufacturers' agents who sell other electrical products of a non-competitive character. The Company also seeks to have its products specified by architects, engineers and contractors for large commercial and institutional projects with actual sales made through the Company's distributors. The Company also sells to certain wholesale lighting outlets and national accounts. Inventories of substantially all items Juno produces are maintained at the Des Plaines, Illinois and Indianapolis, Indiana plants and substantially all items are maintained in Juno's warehouses in the Atlanta, Dallas, Los Angeles, Philadelphia and Toronto areas. Most orders are shipped from stock inventory within 48 hours of receipt. Backlog and Material Customers ------------------------------ We have no material long-term contracts. The Company is not dependent on any single customer or group of customers and no single customer accounted for as much as 10% of sales in fiscal 2001. Competition ----------- We are not aware of any published figures that identify the overall market for the Company's products. Nevertheless, the Company believes that its sales place the Company among the five highest-selling manufacturers of track and recessed lighting products in the United States. The Company estimates that there are more than fifty manufacturers of competing track and recessed lighting products. The Company competes not only with manufacturers in its own fields, but also with manufacturers of a variety of fluorescent and decorative lighting products. A number of competitors, including the Company's two largest competitors, are divisions or subsidiaries of larger companies which have substantially greater resources than the Company. There is wide price variance in competitive products and the Company believes that its line can be described as moderately priced in order to be attractive to the high-volume commercial and residential markets. However, lighting fixtures are often purchased in small quantities and, as a result, product features may be more important to a purchaser in small quantities than cost. The Company believes that its growth has been attributable principally to the design and construction of its products, the quality of its sales force and its reputation for prompt delivery and service. As of November 30, 2001, the Company owned a substantial number of United States patents and had several patent applications on file with the United States Patent Office. The Company also has corresponding foreign patents and registered trademarks in the United States. There is no assurance that any patents will be issued with respect to pending or future applications. As the Company develops products for new markets and uses, it normally seeks available patent protection. The Company believes that its patents are important, but does not consider itself materially dependent upon any single patent or group of related patents. Employees --------- The Company employs approximately 1,000 persons. Most of the Company's factory employees are represented by one of two unions. The expiration dates for the collective bargaining agreements pertaining to the Company's Des Plaines, Illinois, and Indianapolis, Indiana locations are September 2002 and September 2004, respectively. ITEM 2. PROPERTIES ------------------- Juno owns a building located in Des Plaines, Illinois of approximately 510,000 square feet which serves at its principal assembly, warehouse and executive office facility. Juno also owns distribution warehouses in New Jersey, Georgia, and Brampton, Ontario, Canada which have, in the aggregate, approximately 140,700 square feet of floor space and a 130,000 square foot assembly and general office facility in Indianapolis, Indiana for its Indy Lighting, Inc. subsidiary. The Company leases three additional distribution warehouses for relatively short terms which have, in the aggregate, approximately 119,000 square feet of floor space. These warehouse leases call for an aggregate annual rental of approximately $672,000. The Company's facilities are modern, considered adequate for its business as presently conducted and experience varying levels of utilization. ITEM 3. LEGAL PROCEEDINGS -------------------------- None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ------------------------------------------------------------ None. Executive Officers Of The Registrant ------------------------------------ The following table gives certain information with respect to the Executive Officers of the Company as of January 31, 2002: Name Age Positions Held T. Tracy Bilbrough 45 President and Chief Executive Officer Glenn R. Bordfeld 55 Executive Vice President and Chief Operating Officer; President of Juno Lighting Division George J. Bilek 47 Vice President, Finance, Secretary and Treasurer W. Allen Fromm 55 Vice President, Purchasing Charles F. Huber 60 Vice President, Engineering and Special Projects Jacques P. LeFevre 46 Vice President; President of Indy Lighting, Inc. Daniel S. Macsherry 42 Vice President, Business Development Scott L. Roos 44 Vice President, Product Management & Development Richard B. Stam 40 Vice President, Sales T. Tracy Bilbrough has served as Chief Executive Officer and director since May 2000. From September 1997 to May 2000 he was President - Commercial Division of Thomas & Betts Corporation, a manufacturer of electrical and electronic components. From October 1995 to September 1997 he was President - Eastern Hemisphere of Black & Decker Corporation, a manufacturer of power tools, plumbing fixtures and various other hardware products and accessories. Glenn R. Bordfeld has been Executive Vice President, Chief Operating Officer and President, Juno Lighting Division since May 2000 and served as a director from July 1999 until May 2000. From January 1999 to May 2000 he was President, Chief Operating Officer of the Company. He was the Company's Vice President, Sales from July 1991 to January 1999. Previously, he was employed by the Company as its National Sales Manager from November 1988 to July 1991; its Assistant Sales Manager from November 1985 to November 1988 and its Advertising Manager from November 1982 to November 1985. George J. Bilek has been Vice President, Finance and Treasurer since April 1990 and was appointed Secretary as of March 2001. He was employed by the Company as its Comptroller from September 1985 to April 1990. W. Allen Fromm joined the Company as Vice President, Purchasing in April 2001. From 1996 through 2001, he was Global Commodity Director for Black & Decker Corporation. Prior to 1996 he held various roles of increasing responsibility in marketing and global product development for Black & Decker and DeWalt Professional Power Tools, a division of Black & Decker. Charles F. Huber has been Vice President, Engineering and Special Projects since July 1999. He was the Company's Vice President, Corporate Development from December 1992 to July 1999. From January 1989 to December 1992 he was employed by the Company as the Director of Corporate Development. From October 1984 to January 1989 he was employed by Reliance Electric, Inc., a manufacturer and distributor of electrical products, as its Vice President and General Manager. Jacques P. LeFevre has served as a Vice President since August 1999. He has been President of Indy Lighting, Inc. (acquired by Juno in 1988) since 1994. He was Vice President and General Manager of Indy Lighting from October 1983 to October 1994. Previously, he was a Certified Public Accountant with Arthur Young & Company for six years. Daniel S. Macsherry joined the company as Vice President, Business Development in October 2000. From December 1998 to September 2000 he was Director of Finance for Stanley Fastening Systems a division of the Stanley Works and a manufacturer of pneumatic tools and accessories. He was the Director of Business Planning and Analysis at DeWalt Professional Power Tools, a division of Black & Decker Corporation, from 1996 to 1998. From 1983 through 1995 he held various financial roles of increasing responsibility supporting operations at Black & Decker. Scott L. Roos rejoined Juno in October 1998 as Vice President, Product Management and Development. From August 1994 through October 1998 he was Vice President, Product Development and Marketing for Alkco, a division of the JJI Lighting Group (a manufacturer of lighting products). From 1990 through August 1994 he was the Company's Director of New Product Development. Richard B. Stam has been Vice President, Sales since August 1999. From 1997 to 1999, he was employed by the Company as its National Sales Manager for North America. From 1994 to 1997, he was the National Sales Manager for Juno Lighting, Ltd., Juno's Canadian subsidiary. PART II ------- ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ------------------------------------------------------------------------------ Common Stock and Dividend Information The Company's Common Stock is being traded on The Nasdaq SmallCap Market. Prior to August 3, 2000, the Company's Common Stock was traded on the Nasdaq National Market. As of January 31, 2002 there were approximately 1,400 holders of record of Common Stock. The following table sets forth, for the fiscal years indicated, the range of high and low sales prices as reported by the Nasdaq Stock Market. Fiscal 2001 Fiscal 2000 ----------- ----------- High Low High Low ---- --- ---- -- First Quarter 6.88 4.94 11.50 9.00 Second Quarter 10.79 6.00 10.00 6.63 Third Quarter 10.89 9.80 7.00 3.75 Fourth Quarter 10.58 8.80 6.25 4.75 Sale of Unregistered Securities On December 20, 2000, the Company sold 26,666 unregistered shares of its Common Stock to T. Tracy Bilbrough, the Company's President and Chief Executive Officer, for an aggregate price of $199,995.00. The Company received $26.67 and a promissory note executed by Mr. Bilbrough in favor of the Company in the amount of $199,968.33 as consideration for the sale of these shares. This sale of securities was exempt from registration based on Section 4(2) of the Securities Act of 1933 because it was a transaction by the issuer that did not involve a public offering. ITEM 6. SELECTED FINANCIAL DATA -------------------------------- FINANCIAL HIGHLIGHTS (in thousands except per share amounts) Year ended November 30, 2001 2000 1999 1998 1997 ---- ---- ---- ---- ---- Net Sales $179,947 $173,988 $167,458 $160,941 $139,855 Gross Profit 91,144 85,565 83,526 81,059 67,974 Net Income 9,344 7,381 18,022 26,625 20,303 Net (Loss) Income Available to Common Shareholders (526) (1,717) 13,740 26,625 20,303 Percent of Net (Loss) Income Available to Common Shareholders to Net Sales (.29)% (1.0)% 8.20% 16.5% 14.5% Net (Loss) Income Per Common Share Basic (.21) (.71) 1.23 1.43 1.10 Diluted (.21) (.71) 1.23 1.43 1.10 Cash Dividends Per Common Share - - .20 .36 .32 Total Assets 119,143 117,434 130,634 208,839 187,389 Long - Term Debt 167,742 182,665 206,793 3,265 3,385 Stockholders' (Deficit) Equity (87,550) (96,768) (104,157) 191,448 170,630 Stockholders' (Deficit) Equity Per Common Share (35.01) (39.61) (43.18) 10.30 9.19 Working Capital 20,217 30,094 42,722 133,409 110,876 Current Ratio 1.6 to 1 2.0 to 1 2.6 to 1 11.5 to 1 10.5 to 1 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ------------------------------------------------------------------------ RESULTS OF OPERATIONS --------------------- Results of Operations This document contains various forward-looking statements. Statements in this document that are not historical are forward-looking statements. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include: economic conditions generally, levels of construction and remodeling activities, the ability to improve manufacturing and operating efficiencies, disruptions in manufacturing or distribution, product and price competition, raw material prices, the ability to develop and successfully introduce new products, technology changes, patent issues, exchange rate fluctuations, and other risks and uncertainties. The Company undertakes no obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments. Fiscal 2001 Compared to Fiscal 2000. For the fiscal year ended November 30, 2001, net sales increased approximately $5,959,000 or 3.4% to $179,947,000 from $173,988,000 for the like period in 2000. Approximately $1,600,000 of the increase in sales is due to Acculite, a manufacturer of HID lighting fixtures located in Kitchener, Ontario, Canada, that was acquired by Juno on August 28, 2001. In management's opinion, the remainder of the increase is due primarily to new products that were introduced in the last half of fiscal 2000 and in the first half of fiscal 2001. Sales through Juno's Canadian subsidiary (which includes the Acculite division) increased 11.2% to $12,426,000 for the fiscal year ended November 30, 2001 compared to $11,179,000 for the like period in 2000. Gross profit expressed as a percentage of sales increased to 50.7% in fiscal 2001 compared to 49.2% in fiscal 2000. This increase was due primarily to productivity improvements from the process re-engineering project. Selling, general and administrative expenses expressed as a percentage of sales increased to 31.2% in fiscal 2001 compared to 29.7% in fiscal 2000 due primarily to costs incurred of approximately $1,350,000 for the process re- engineering project, $175,000 for the settlement of a legal case, approximately $2,000,000 for additional promotion expenses in connection with several programs designed to increase revenue for the year, and $850,000 for administrative salaries (including $210,000 for severance payments; $350,000 for salaries of executives hired in the second half of fiscal 2000; and $200,000 for the fiscal 2001 management incentive program). Interest expense was $19,930,000 for fiscal 2001 compared to $22,597,000 for 2000. This decrease is due to the reduction in debt from $186,557,000 at November 30, 2000 to $176,803,000 at November 30, 2001 and reductions in interest rates on the Company's floating rate debt. Fiscal 2000 Compared to Fiscal 1999. For the fiscal year ended November 30, 2000, net sales increased approximately $6,530,000 or 3.9% to $173,988,000 from $167,458,000 for the like period in 1999. In management's opinion, this increase is due primarily to new products that were introduced in the latter part of fiscal 1999 and in the first half of fiscal 2000. Sales through Juno's Canadian subsidiary increased 3.9% to $11,179,000 for the fiscal year ended November 30, 2000 compared to $10,764,000 for the like period in 1999. Gross profit expressed as a percentage of sales decreased to 49.2% in fiscal 2000 compared to 49.9% in fiscal 1999. This decrease was due in part to a change in sales mix which caused the percentage of direct material to sales to be higher. Selling, general and administrative expenses expressed as a percentage of sales increased to 29.7% in fiscal 2000 compared to 29.3% in fiscal 1999. In fiscal 2000 charges for depreciation and amortization increased by $1,037,000 over fiscal 1999. This was due primarily to the amortization of deferred financing costs associated with long-term debt incurred from the June, 1999 merger of Jupiter Acquisition Corp., a Delaware company and a wholly-owned subsidiary of Fremont Investors I, LLC with and into the Company (the"Merger") and to a lesser degree from depreciation of computer hardware and software associated with the fiscal 1999 implementation of the Company's enterprise resource planning system. Information describing the Merger can be found in the Company's financial statements and accompanying notes thereto appearing elsewhere in this document. Interest expense was $22,597,000 for fiscal 2000 compared to $9,588,000 for 1999. The increase reflects interest related to borrowings used to finance the Merger in the third quarter of 1999. The preferred stock dividend was $9,098,000 in fiscal 2000 compared to $4,282,000 in fiscal 1999. This increase is due to the fact that the fiscal 2000 amount reflects a full year of dividends payable in kind at a rate of 2% compounded quarterly compared to one-half of the year for 1999. The weighted average number of shares outstanding decreased to approximately 2.4 million in 2000 compared to 11.1 million in 1999. The Merger resulted in the effective retirement of approximately 16.2 million shares of the Company's common stock. The weighted average number of shares calculation for 1999 included seven months of the year with approximately 18.6 million shares outstanding and five months with approximately 2.4 million shares outstanding. Inflation While management believes it has generally been successful in controlling the prices it pays for materials and passing on increased costs by increasing its prices, no assurances can be given as to the Company's future success in limiting material price increases or that it will be able to fully reflect any material price increases in the prices it charges its customers or fully offset such price increases through improved efficiencies. Financial Condition Fiscal 2001 The Company generated positive net cash flow provided by operating activities of $17,993,000 comprised principally of net income, depreciation and amortization, deferred charges, decreases in inventory, and an increase in accrued liabilities,(collectively aggregating $22,883,000), net of a decrease to the allowance for doubtful accounts and accounts payable and increases in accounts receivable, prepaid expenses and other assets, (collectively aggregating $4,890,000). Net cash used in investing activities amounted to $11,870,000 and was used to finance capital expenditures of $2,796,000, and make payments of $3,220,000 associated with licensing certain intellectual property rights. In addition, on August 28, 2001 the Company purchased the net assets of Acculite Mfg., Inc. and two of its affiliates, manufacturers and marketers of HID (High Intensity Discharge) lighting fixtures for commercial and industrial use for $5,900,000 in cash. The acquisition was financed using the Company's existing senior credit facility with Bank of America, N.A., Credit Suisse First Boston and certain other lenders (the "Senior Credit Facility"). The purchase agreement calls for an additional payment of up to approximately $1,305,000, due at the end of the first twenty-four months after acquisition contingent upon this division attaining certain operating objectives. As a result of this acquisition, the Company recorded additional working capital of $1,889,000 and goodwill of $3,965,000. The net cash used in financing activities of $9,660,000 consisted primarily of principal payments on the Senior Credit Facility of $52,515,000 less proceeds from the $35 million revolving credit facility with Bank of America, N.A., Credit Suisse First Boston and certain other lenders (the "Revolving Credit Facility")of $42,700,000. Prior to the Merger, the Company historically had funded its operations principally from cash generated from operations and available cash. The Company incurred substantial indebtedness in connection with the Merger. The Company's liquidity needs are expected to arise primarily from operating activities and servicing indebtedness incurred in connection with the Merger. Principal and interest payments under the Senior Credit Facility and the $125 million principal amount of 11-7/8% senior subordinated notes due July 1, 2009 issued by the Company (the "Subordinated Debt" or "Notes"), both entered into in connection with the Merger, represent significant liquidity requirements for the Company. As of November 30, 2001, the Company had cash of approximately $1.3 million, a $5.3 million balance on the Company's Revolving Credit Facility and total term debt of approximately $171.5 million. Detailed information concerning the terms of the Senior Credit Facility and the Subordinated Debt can be found in the Company's audited financial statements and notes thereto appearing elsewhere in this document. The Company's $35 million Revolving Credit Facility is available to finance its working capital and had an outstanding balance on November 30, 2001 of $5.3 million. The Company's principal source of cash to fund its liquidity needs will be net cash from operating activities and borrowings under the Senior Credit Facility. The Company believes these sources will be adequate to meet its anticipated future requirements for working capital, capital expenditures, and scheduled payments of principal and interest on its existing indebtedness for at least the next 12 months. However, the Company may not generate sufficient cash flow from operations or have future working capital borrowings available in an amount sufficient to enable it to service its indebtedness, including the Notes, or to make necessary capital expenditures. Fiscal 2000 The Company generated positive net cash flow provided by operating activities of $22,275,000 comprised principally of net income, depreciation and amortization, deferred charges, decreases in inventory, accounts receivable, prepaid expenses and other assets and an increase in accounts payable,(collectively aggregating $22,506,000), net of a decrease to the allowance for doubtful accounts of $231,000. Net cash flow used in investing activities amounted to $2,468,000 comprised of capital expenditures for fiscal 2000. Net cash flow used in financing activities amounted to $23,622,000 due primarily to principal payments on long-term debt of $23,620,000. As of November 30, 2000, the Company had cash of approximately $4.8 million and total indebtedness of approximately $186.6 million. The Company's $35 million Revolving Credit Facility was available to finance its working capital and had no outstanding balance on November 30, 2000. As of May 31, 2000, the Company was not in compliance with a requirement of the Secured Credit Agreement for maintaining a minimum ratio of EBITDA to Interest Expense, as defined. On June 30, 2000, the lenders agreed to waive compliance with this requirement for the quarter ended May 31, 2000 and modified this and other financial ratios for the remainder of the term. Fiscal 1999 The Company generated positive net cash flow provided by operating activities of $22,185,000 comprised principally of net income, depreciation and amortization, a decrease in prepaid expenses and increase in accounts payable and accrued liabilities, (collectively aggregating $35,964,000), net of increases in accounts receivable of $2,274,000 and inventory of $1,202,000 and other assets of $10,303,000. The increase in other assets was due primarily to fees in connection with the acquisition of the secured and subordinated debt. The Company used the net cash provided from operating activities to finance capital expenditures of $5,533,000 and pay cash dividends of $3,720,000. Net cash flow provided by investing activities amounted to $81,847,000 comprised primarily of the proceeds received from the liquidation of the Company's marketable securities portfolio used to partially finance the Merger. Net cash used in financing activities amounted to $105,898,000 which was due primarily to common stock retired in the recapitalization of $415,948,000 less proceeds from the issuance of Preferred Stock, Subordinated Debt and Bank Debt aggregating $325,003,000. In addition, principal payments on long-term debt of $12,264,000 were made. As of November 30, 1999, the Company had cash of approximately $8.6 million and total indebtedness of approximately $210.1 million. The Company had no outstanding balance on its Revolving Credit Facility on November 30, 1999. Other Matters Recently Issued Accounting Standards In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial Statements." This bulletin addresses appropriate revenue recognition practices in the application of generally accepted accounting principles in financial statements. The Company adopted this standard in the first quarter of fiscal 2001. The Company concluded that no changes to existing revenue recognition practices was warranted. In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). The Company adopted this standard in the first quarter of fiscal 2001. This standard requires, among other things, that all derivatives be carried on the balance sheet at fair value. The Company has certain interest rate swap agreements that qualify as derivative instruments and are further discussed in Item 7A below. In June 2001, the FASB issued SFAS 141, "Business Combinations". This standard applies to acquisitions after June 30, 2001 and requires, among other things, that purchase accounting be followed. Accordingly, the Company applied this standard to the acquisition of Acculite Manufacturing. Consistent with this standard, the resulting goodwill from the acquisition of $3,965,000 was not subject to amortization. In June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible Assets". This standard addresses the accounting for goodwill and other intangible assets that have been historically been subject to annual amortization over their estimated useful lives. In October 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". This standard establishes a single accounting model for long-lived assets. The Company plans to adopt these standards in the first quarter of fiscal 2002. Management has considered these standards and does not expect the effects of these standards on the financial statements to be significant. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK -------------------------------------------------------------------- The Company entered into two interest rate swap agreements resulting in net expense for the fiscal year ended November 30, 2001 of $472,000 based on the swaps' estimated market values as of November 30, 2001. Detailed information concerning the terms of these swaps can be found in the Company's audited Financial Statements and notes thereto appearing elsewhere in this document. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA PAGE ----------------------------------------------------- ---- Index to Financial Statements Financial Statements: Report of Independent Accountants 14 Consolidated Statements of Income for the three years ended November 30, 2001 15 Consolidated Balance Sheets at November 30, 2001 and 2000 16-17 Consolidated Statements of Stockholders' Equity (Deficit) for the three years ended November 30, 2001 18 Consolidated Statements of Cash Flows for the three years ended November 30, 2001 19 Notes to Consolidated Financial Statements 20-33 Selected Quarterly Financial Data (Unaudited) 33 Financial Statement Schedule: Valuation and Qualifying Accounts for the three years ended November 30, 2001 39 Report of Independent Accountants --------------------------------- To the Board of Directors and Stockholders of Juno Lighting, Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of stockholders' equity (deficit) and of cash flows present fairly, in all material respects, the financial position of Juno Lighting, Inc. and its subsidiaries at November 30, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended November 30, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Chicago, Illinois January 9, 2002 CONSOLIDATED STATEMENTS OF INCOME (In thousands except share amounts) ------------------------------------------------------------------------------ Year ended November 30, 2001 2000 1999 ------------------------------------------------------------------------------ Net sales $179,947 $173,988 $167,458 Cost of sales 88,803 88,423 83,932 ------------------------------------------------------------------------------ Gross profit 91,144 85,565 83,526 Selling, general and administrative 56,057 51,693 49,042 ------------------------------------------------------------------------------ Operating income 35,087 33,872 34,484 ------------------------------------------------------------------------------ Other (expense) income: Interest expense (19,930) (22,597) (9,588) Interest and dividend income 158 271 3,752 Miscellaneous (404) 13 (525) ------------------------------------------------------------------------------ Total other (expense) income (20,176) (22,313) (6,361) ------------------------------------------------------------------------------ Income before taxes on income 14,911 11,559 28,123 Taxes on income 5,567 4,178 10,101 ------------------------------------------------------------------------------ Net income 9,344 7,381 18,022 Less: Preferred dividends 9,870 9,098 4,282 ------------------------------------------------------------------------------ Net (loss) income available to common shareholders $ (526) $(1,717) $ 13,740 ============================================================================== Net (loss) income per common share (Basic and diluted) $ (.21) $ (.71) $ 1.23 ============================================================================= Weighted average number of shares outstanding - Basic 2,481,928 2,426,490 11,127,286 Weighted average number of shares outstanding - Diluted 2,481,928 2,426,490 11,138,518 ============================================================================== See notes to consolidated financial statements. CONSOLIDATED BALANCE SHEETS (in thousands) ------------------------------------------------------------------------------ November 30, 2001 2000 ------------------------------------------------------------------------------ Assets Current: Cash $ 1,280 $ 4,817 Accounts receivable, less allowance for doubtful accounts of $977 and $1,151 30,348 26,527 Inventories, net 20,735 24,208 Prepaid expenses and miscellaneous 4,552 3,904 ------------------------------------------------------------------------------ Total current assets 56,915 59,456 ------------------------------------------------------------------------------ Property and equipment: Land 7,264 7,278 Building and improvements 33,231 32,946 Tools and dies 11,380 9,946 Machinery and equipment 7,644 6,989 Computer equipment 7,783 7,390 Office furniture and equipment 3,108 2,909 ------------------------------------------------------------------------------ 70,410 67,458 Less accumulated depreciation (26,521) (22,091) ------------------------------------------------------------------------------ Net property and equipment 43,889 45,367 ------------------------------------------------------------------------------ Other assets: Goodwill and other intangibles, net of accumulated amortization of $1,975 and $1,782 7,835 3,970 Deferred financing costs, net of accumulated amortization of $3,124 and $1,822 7,219 8,521 Miscellaneous 3,285 120 ------------------------------------------------------------------------------ Total other assets 18,339 12,611 ------------------------------------------------------------------------------ Total assets $119,143 $117,434 ============================================================================== CONSOLIDATED BALANCE SHEETS (in thousands) ------------------------------------------------------------------------------ November 30, 2001 2000 ------------------------------------------------------------------------------ Liabilities Current: Accounts payable $ 8,668 $ 9,215 Accrued liabilities 18,969 16,255 Short term borrowings 5,350 - Current maturities of long-term debt 3,711 3,892 ------------------------------------------------------------------------------ Total current liabilities 36,698 29,362 ------------------------------------------------------------------------------ Long-term debt, less current maturities 167,742 182,665 ------------------------------------------------------------------------------ Deferred income taxes payable 2,253 2,175 ------------------------------------------------------------------------------ Commitments and Contingencies Stockholders' Deficit Preferred stock, Series A and B convertible $.001 par value, $100 stated value, 5,000,000 shares authorized and 1,063,500 shares issued. 129,600 119,730 Common stock, $.001 par value; Shares authorized 45,000,000; Issued 2,500,389 and 2,443,248 2 2 Paid-in capital 674 319 Accumulated other comprehensive loss (1,043) (762) Shareholder note receivable (200) - Accumulated deficit (216,583) (216,057) ------------------------------------------------------------------------------ Total stockholders' deficit (87,550) (96,768) ------------------------------------------------------------------------------ Total liabilities and stockholders' equity $119,143 $117,434 ============================================================================== See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (in thousands) -------------------------------------------------------------------------------------------------------------------------------- Years ended November 30, 1999, 2000 and 2001 Series A and B Preferred Accumulated Retained Common Stock Stock Other Shareholder Earnings/ Amount Paid-In Amount Comprehensive Note (Accumulated $.001 PAR Capital $.001 PAR Income (Loss) Receivable Deficit) Total --------- ------- --------- ------------ --------- --------- -------- Balance, December 1, 1998 $186 $5,484 $ - $604 $ - $185,174 $191,448 Comprehensive income: Net income for 1999 - - - - - 18,022 18,022 Gain on foreign currency translation - - - 125 - - 125 Change in unrealized holding gains - - - (1,259) - - (1,259) ------- Comprehensive income 16,888 ======= Purchase of common stock and exercise of stock options - 1,031 - - - - 1,031 Tax benefit of stock options exercised - 144 - - - - 144 Cash dividend ($.20 per share) - - - - - (3,720) (3,720) Common stock retirement (184) (6,238) - - - (409,526) (415,948) Preferred shares issued - - 106,000 - - - 106,000 Preferred stock dividend - - 4,282 - - (4,282) - ------------------------------------------------------------------------------------------------------------------------ Balance, November 30, 1999 2 421 110,282 (530) - (214,332) (104,157) ------------------------------------------------------------------------------------------------------------------------ Comprehensive income: Net income for 2000 - - - - - 7,381 7,381 Loss on foreign currency translation - - - (232) - - (232) ------- Comprehensive income 7,149 ======= Purchase of common stock and exercise of stock options - 159 - - - - 159 Preferred shares Series B issued - (261) 350 - - - 89 Preferred stock dividend - - 9,098 - - (9,098) - Common stock retirement - - - - - (8) (8) ------------------------------------------------------------------------------------------------------------------------ Balance, November 30, 2000 2 319 119,730 (762) - (216,057) (96,768) ------------------------------------------------------------------------------------------------------------------------ Comprehensive income: Net income for 2001 - - - - - 9,344 9,344 Loss on foreign currency translation - - - (281) - - (281) ------- Comprehensive income 9,063 ======= Issuance of shareholder note receivable - - - - (200) - (200) Purchase of common stock and exercise of stock options - 355 - - - - 355 Preferred stock dividend - - 9,870 - - (9,870) - ------------------------------------------------------------------------------------------------------------------------ Balance, November 30, 2001 $ 2 $ 674 $129,600 $(1,043) $(200) $(216,583) $(87,550) ------------------------------------------------------------------------------------------------------------------------ See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOW (in thousands) ------------------------------------------------------------------------------ Year ended November 30, 2001 2000 1999 ------------------------------------------------------------------------------ Net income $9,344 $7,381 $18,022 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 6,068 6,226 4,814 Loss on sale of assets - 81 606 (Decrease) increase in allowance for doubtful accounts (174) (231) 177 Deferred income taxes 78 345 362 Deferred compensation 72 107 - Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (3,192) 271 (2,274) Decrease (increase) in inventories 4,613 5,109 (1,202) (Increase) decrease in prepaid expenses (621) 238 1,539 (Increase) decrease in other assets (113) 116 (10,303) (Decrease) increase in accounts payable (790) 2,649 2,125 Increase (decrease) in accrued liabilities 2,708 (17) 8,319 ------------------------------------------------------------------------------ Net cash provided by operating activities 17,993 22,275 22,185 ------------------------------------------------------------------------------ Cash flows (used in) provided by investing activities: Purchases of marketable securities - - (63,966) Proceeds from sales of marketable securities - - 151,346 Capital expenditures (2,796) (2,468) (5,533) License - lighting technology (3,220) - - Acquisition of Acculite Manufacturing (5,854) - - ------------------------------------------------------------------------------ Net cash (used in) provided by investing activities (11,870) (2,468) 81,847 ------------------------------------------------------------------------------ Cash flows used in financing activities: Principal payments on long-term debt and bank debt (52,515) (27,870) (12,264) Dividends paid - - (3,720) Proceeds from sale of common stock through Employee Stock Purchase Plan 155 159 193 Proceeds from exercise of stock options - - 838 Proceeds from issuance of preferred stock - - 106,000 Proceeds from bank debt 36,800 4,250 94,900 Proceeds from subordinated debt - - 124,103 Proceeds from bank debt for acquisition 5,900 - - Deferred financing costs - (153) - Common stock retired - (8) (415,948) ------------------------------------------------------------------------------ Net cash used in financing activities (9,660) (23,622) (105,898) ------------------------------------------------------------------------------ Net decrease in cash (3,537) (3,815) (1,866) Cash at beginning of year 4,817 8,632 10,498 ------------------------------------------------------------------------------ Cash at end of year $1,280 $4,817 $8,632 ============================================================================== Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $20,542 $23,439 $1,886 Income taxes $4,641 $ 2,700 $9,697 ============================================================================== See notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Juno Lighting, Inc. Note 1:Summary of Significant Accounting Policies Nature of the Business Juno Lighting, Inc. (the "Company") is a specialist in the design, manufacture and marketing of lighting fixtures for commercial and residential use primarily in the United States. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition Revenues from sales are recognized at the time goods are shipped when title and risk of loss passes to the customer. Inventories Inventories are valued at the lower of cost (first-in, first-out) or market. Property and Equipment Property and equipment are stated at cost. Depreciation is computed over estimated useful lives using the straight-line method for financial reporting purposes and accelerated methods for income tax reporting. Depreciation expense in 2001, 2000, and 1999 amounted to approximately $4,462,000, $4,774,000, and $3,994,000 respectively. Useful lives for property and equipment are as follows: ------------------------------------------------------------------------------ Buildings and improvements 20 - 40 years Tools and dies 3 years Machinery and equipment 7 years Computer equipment 5 years Office furniture and equipment 5 years ------------------------------------------------------------------------------ Goodwill Goodwill, originating from acquisitions before June 30, 2001, is amortized using the straight-line method over periods ranging from ten to forty years. Goodwill (approximating $3,965,000) originating from an acquisition after June 30, 2001 is subject to impairment testing under the guidance of SFAS No. 141, "Business Combinations". No impairment has been recorded to date. Income Taxes The Company uses the asset and liability approach under which deferred taxes are provided for temporary differences between the financial reporting and income tax bases of assets and liabilities based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Research and Development The Company spent approximately $4,973,000, $4,696,000 and $4,739,000 on research, development and testing of new products and development of related tooling in fiscal 2001, 2000 and 1999, respectively. Foreign Currency Translation The financial statements of the Company's Canadian subsidiary have been translated using local currency as the functional currency. Net Income Per Share Basic net income per share is computed based upon weighted average number of shares of common stock. Diluted earnings per share is computed based on the weighted average number of shares of common stock and dilutive common stock equivalents outstanding. The effects of convertible Preferred Stock have been excluded from dilutive earnings per share in the periods presented because the impact would be antidilutive. Share and per share information have been adjusted for all stock splits. Stock-based Compensation As permitted by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), the Company has elected to continue to account for its stock-based awards in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and has provided the pro forma disclosures as required by SFAS 123 for the years ended November 30, 2001, 2000 and 1999. Recently Issued Accounting Standards In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial Statements." This bulletin addresses appropriate revenue recognition practices in the application of generally accepted accounting principles in financial statements. The Company adopted this standard in first quarter of fiscal 2001. The Company concluded that no changes to existing revenue recognition practices was warranted. In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). The Company adopted this standard in the first quarter of fiscal 2001. This standard requires, among other things, that all derivatives be carried on the balance sheet at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending in whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. The Company entered into two interest rate swap agreements in fiscal 2001 resulting in net expense for the year ended November 30, 2001 of $472,000 based on the swaps' estimated market values as of November 30, 2001. These derivatives do not qualify for hedge accounting. Accordingly, the net impact of $472,000 was recorded as other expense on the consolidated statement of income for fiscal 2001. The Company entered into these agreements to reduce the risk of adverse changes in variable interest rates on certain of the long-term debt. These derivative instruments will be adjusted to estimated market values quarterly with any adjustment impacting current earnings until their respective maturities. In June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible Assets". This standard addresses the accounting for goodwill and other intangible assets that have historically been subject to annual amortization over their estimated useful lives. In October 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". This standard establishes a single accounting model for long-lived assets. The Company plans to adopt these standards in the first quarter of fiscal 2002. Management has considered these standards and does not expect the effects of these standards on the financial statements to be significant. Note 2:Merger and Recapitalization On June 30, 1999, Jupiter Acquisition Corp. ("Merger Sub"), a Delaware corporation and a wholly-owned subsidiary of Fremont Investors I, LLC ("Fremont Investors"), was merged (the "Merger") with and into the Company pursuant to an Agreement and Plan of Recapitalization and Merger dated March 26, 1999 (the "Merger Agreement") by and among Merger Sub, the Company and Fremont Investors. Pursuant to the Merger, the holders of all the issued and outstanding shares of Juno common stock, $.01 par value per share, were entitled to receive either $25 cash or one share of Juno common stock, $.001 par value per share, for each share of common stock issued and outstanding; provided that this consideration was subject to proration, as such holders were entitled to receive an aggregate of 2,400,000 shares of Juno common stock. The Company funded this effective retirement of 16,242,527 shares of the Company's common stock with a payment to stockholders in the aggregate of approximately $406 million. The sources of this funding included the Company's available cash and marketable securities, a $106 million preferred stock investment by Fremont and key employees of Juno ("Preferred Stock"), approximately $94.9 million of bank debt ("Bank Debt") and the issuance of $125 million of subordinated debt ("Subordinated Debt"). In connection with the Merger, the Company incurred approximately $9.9 million in transaction costs and $10.2 million of deferred financing costs. Included in these costs were payments of approximately $4.9 million to Fremont Investors. Note 3:Inventories Inventories consist of the following: (in thousands) ------------------------------------------------------------------------------ November 30, 2001 2000 ------------------------------------------------------------------------------ Finished goods $ 9,059 $11,520 Raw materials 11,676 12,688 ------------------------------------------------------------------------------ Total $20,735 $24,208 ============================================================================== Work in process inventories are not significant in amount and are included in finished goods. Note 4:Accrued Liabilities Accrued liabilities consist of the following: (in thousands) ------------------------------------------------------------------------------ November 30, 2001 2000 ------------------------------------------------------------------------------ Interest expense $6,257 $6,869 Compensation and benefits 4,835 4,461 Promotional programs 3,484 2,236 Real estate taxes 475 732 Commissions 529 467 Current income taxes 1,556 807 Swap contract 887 - Other 946 683 ------------------------------------------------------------------------------ Total $18,969 $16,255 ============================================================================== Note 5:Long-Term Debt Long-term debt consists of the following: (in thousands) ------------------------------------------------------------------------------ November 30, 2001 2000 ------------------------------------------------------------------------------ Bank of America, N.A. and certain other lenders, Tranche A Term Loan, payable in escalating installments through November, 2005, plus interest at a variable rate, generally approximating 3 month LIBOR plus 2.75% $18,213 $26,087 Bank of America, N.A. and certain other lenders, Tranche B Term Loan, payable in escalating installments through November, 2006, plus interest at a variable rate, generally approximating 3 month LIBOR plus 3.25% 29,002 36,293 Senior Subordinated Notes due July, 2009 plus interest at 11 7/8%, net of discount of $762 and $823 in 2001 and 2000, respectively 124,238 124,177 ------------------------------------------------------------------------------ 171,453 186,557 Less current maturities 3,711 3,892 ------------------------------------------------------------------------------ Total long-term debt $167,742 $182,665 ============================================================================== The Company has a senior credit facility (the "Senior Credit Facility") with Bank of America, N.A., Credit Suisse First Boston and certain other lenders providing (i) a $90 million term facility consisting of a (a) $40 million tranche A term loan ("Term Loan A"), and (b) $50 million tranche B term loan ("Term Loan B"), and (ii) a $35 million revolving credit facility (the "Revolving Credit Facility"). Borrowings under the Senior Credit Facility bear interest, at the Company's option, at a rate per annum equal to either the Eurodollar rate (the London interbank offered rate for eurodollar deposits as adjusted for statutory reserve requirements) or a base rate plus variable applicable percentages. At November 30, 2001, the nominal interest rates for Term Loan A and Term Loan B were 4.85% and 5.35%, respectively. Term Loan A and Term Loan B are each payable in separate quarterly installments. The final maturity of Term Loan A is November 30, 2005 and the final maturity of Term Loan B is November 30, 2006. Amounts outstanding under the Revolving Credit Facility at November 30, 2001 and November 30, 2000 were $5,350,000 and $0 respectively. At November 30, 2001, the nominal interest rate for borrowing on the Revolving Credit Facility was 4.84%. Borrowings under the Revolving Credit Facility are due on November 30, 2005. In addition, the Company issued $125 million principal amount of 11-7/8% senior subordinated notes due July 1, 2009 (the "Notes") to qualified institutional buyers under a private placement offering pursuant to Rule 144A and Regulation S of the Securities Act of 1933, which notes were then exchanged for new notes registered under the Securities Act of 1933 with substantially identical economic terms, resulting in approximately $120.4 million in proceeds to the Company. Interest is payable on the Notes semi- annually on January 1 and July 1 of each year. The Notes are unsecured senior subordinated obligations of the Company, subordinated in right of payment to all existing and future senior indebtedness of the Company, including the Senior Credit Facility. Each of the aforementioned debt facilities contain restrictive covenants. The credit agreement related to the Senior Credit Facility and the Revolving Credit Facility ( the "Secured Credit Agreement") requires the Company to maintain certain financial ratios, as defined therein. Relating to the Credit Facility and the Notes, the Company incurred approximately $3.9 million and $6.3 million of financing fees, respectively, which are being amortized over the life of the related debt. The Senior Credit Facility is collateralized by substantially all of the assets of the Company and its domestic subsidiaries as more particularly described in the Secured Credit Agreement dated June 29, 1999 and filed as an exhibit hereto. The aggregate amounts of existing long-term debt maturing in each of the next five years are as follows: 2002 - $3,711,000; 2003 - $4,849,000; 2004 - $4,849,000; 2005 - $5,987,000; 2006 - $27,819,000. Note 6:Taxes On Income Provisions for federal and state income taxes in the consolidated statements of income are comprised of the following: (in thousands) ------------------------------------------------------------------------------ November 30, 2001 2000 1999 ------------------------------------------------------------------------------ Current: Federal $4,414 $2,798 $ 8,980 State 819 667 1,190 ------------------------------------------------------------------------------ 5,233 3,465 10,170 ------------------------------------------------------------------------------ Deferred: Federal 295 631 (61) State 39 82 (8) ------------------------------------------------------------------------------ 334 713 (69) ------------------------------------------------------------------------------ Total taxes on income $5,567 $4,178 $10,101 ------------------------------------------------------------------------------ Deferred tax assets (liabilities) are comprised of the following: (in thousands) ------------------------------------------------------------------------------ November 30, 2001 2000 ------------------------------------------------------------------------------ Reserves for doubtful accounts $ 333 $ 416 Inventory costs capitalized for tax purposes 522 823 Compensation and benefits 659 764 Accrued warranty reserve 30 38 Accrued advertising 97 80 Interest rate swap 175 - ------------------------------------------------------------------------------ Deferred tax assets 1,816 2,121 ------------------------------------------------------------------------------ Depreciation (1,756) (1,748) Prepaid health and welfare costs (34) (264) Basis difference of acquired assets (69) (75) Capitalized interest (14) (14) Real estate taxes (329) (338) Prepaid promotional expenses (266) (0) ------------------------------------------------------------------------------ Deferred tax liabilities (2,468) (2,439) ------------------------------------------------------------------------------ Net deferred tax liability $ (652) $(318) ============================================================================== The following summary reconciles taxes at the federal statutory tax rate to the Company's effective tax rate: ------------------------------------------------------------------------------ November 30, 2001 2000 1999 ------------------------------------------------------------------------------ Income taxes at statutory rate 35.0% 34.0% 35.0% Dividend exclusion and municipal interest - - (2.9) State and local taxes, net of federal income tax benefit 2.7 3.5 3.2 Other (.4) (1.4) .6 ------------------------------------------------------------------------------ Effective tax rate 37.3% 36.1% 35.9% ============================================================================== Note 7:Stock Based Compensation Plans The Company maintains two stock-based compensation programs: a stock option plan and a stock purchase plan. Prior to June 30, 1999, stock options were issued under the 1993 Stock Option Plan. The 1993 Stock Option Plan ("the 1993 Plan") provided for the granting of stock options or stock appreciation rights ("SAR") to certain key employees, including officers. Under the 1993 Plan, up to 600,000 shares of the Company's common stock may be issued upon exercise of stock options, and SARs may be granted with respect to up to 600,000 shares of the Company's common stock. At November 30, 2001, remaining options outstanding under the 1993 Plan totaled 170,600. No further awards were made under the 1993 Plan and the remaining options outstanding vested upon cancellation of the 1993 Plan. The Company's 1999 Plan provides for the granting of stock options or stock appreciation rights ("SAR") to certain key employees, including officers, directors (including non-employee directors), and independent contractors. The stock option plan provides for the grant of "incentive stock options" or "non-qualified stock options" as defined in Section 422 of the Internal Revenue Code as amended. Under the 1999 Plan, up to 940,000 shares of the Company's common stock may be issued upon the exercise of stock options, and SARs may be granted with respect to up to 940,000 shares of the Company's common stock. At November 30, 2001, a total of 77,295 shares were available for grant under the 1999 Plan. The per-share option price for options granted under the stock option plan may not be less than 100% of the fair market value of the Company's common stock on the date of grant. The Company's stock purchase plan allows employees to purchase shares of the Company's common stock through payroll deductions over a twelve month period. The purchase price is equal to 85 percent of the fair market value of the common stock on either the first or last day of the accumulation period, whichever is lower. Purchases under the stock purchase plan are limited to the lesser of $5,000 or 10% of an employees base salary. In connection with the Company's stock purchase plan, 400,000 shares of common stock have been reserved for future issuances. Under this stock purchase plan, 30,475 shares of common stock were issued at $5.10 per share in fiscal 2001. A summary of activity under the Company's stock option plan is as follows: ------------------------------------------------------------------------------ Weighted Average Options Exercise Outstanding Price ------------------------------------------------------------------------------ Balance at November 30, 1998 236,000 $17.17 Options Granted 403,650 $25.00 Options Exercised (47,400) $17.69 Options Canceled (6,800) $17.76 ------------------------------------------------------------------------------ Balance at November 30, 1999 585,450 $22.52 Options Granted 503,427 $25.00 Options Exercised - - Options Canceled (21,512) $18.18 ----------------------------------------------------------------------------- Balance at November 30, 2000 1,067,365 $23.68 Options Granted 38,875 $25.00 Options Exercised - - Options Canceled (72,935) $24.56 ----------------------------------------------------------------------------- Balance at November 30, 2001 1,033,305 $23.69 ============================================================================= A summary of outstanding and exercisable stock options as of November 30, 2001, is as follows: Options Outstanding Options Exercisable ------------------------------------- ---------------------- Weighted Averaged Weighted Weighted Range of Remaining Average Average Exercise Number of Contractual Exercise Number of Exercise Prices Shares Life(in years) Price Shares Price -------- ------------------------------------- ---------------------- $14.44 75,800 4.0 $14.44 75,800 $14.44 $15.38 8,600 5.1 $15.38 8,600 $15.38 $16.69-$18.50 26,000 3.6 $18.43 26,000 $18.43 $19.63-$22.19 60,200 2.9 $20.07 60,200 $20.07 $25.00 862,705 8.4 $25.00 313,531 $25.00 ------------------------------------- ---------------------- 1,033,305 7.6 $23.69 484,131 $22.21 ======================================= ====================== As permitted under SFAS 123, the Company has elected to continue to follow APB Opinion No. 25 in accounting for stock-based awards. Pro forma information regarding net income and earnings per share is required by SFAS 123 for stock-based awards granted after November 30, 1995, as if the Company had accounted for its stock-based awards under the fair value method of SFAS 123. The fair value of the Company's stock-based awards was estimated as of the date of grant using the Black-Scholes option pricing model. The weighted average estimated grant date fair value, as defined by SFAS 123, for options granted to employees during fiscal 2001, 2000 and 1999 was $1.03, $.86 and $13.25 per share, respectively, under the Company's Stock Option Plan and $2.84, $3.92 and $5.94, respectively, under the Company's Stock Purchase Plan. The fair value of the Company's stock-based awards was estimated assuming the following weighted average assumptions: ------------------------------------------------------------------------------ 2001 2000 1999 ------------------------------------------------------------------------------ Expected life (in years) 8 8 8 Expected volatility 31.82% 30.55% 35.2% Dividend yield 0.0% 0.0% 0.0% Risk free interest rate 5.33% 6.25% 6.0% Had the Company recorded compensation based on the estimated grant date fair value, as defined by SFAS 123, for awards granted under its stock-based compensation plans, the Company's net (loss) income available to common shareholders and net (loss) income per share would have been reduced to the pro forma amounts below for the years ended November 30, 2001, 2000 and 1999: (in thousands except per share amounts) ------------------------------------------------------------------------------ 2001 2000 1999 ------------------------------------------------------------------------------ Net (loss) income available to common shareholders as reported $(526) $(1,717) $13,740 Pro forma net (loss) income available to common shareholders $(1,155) $(2,587) $13,324 Net (loss) income per share as reported (Basic & diluted) $(.21) $ (.71) $ 1.23 Pro forma net (loss) income per share (Basic & diluted) $(.47) $(1.07) $ 1.20 ------------------------------------------------------------------------------ The pro forma effect on net (loss) income available to common shareholders and net (loss) income per common share for 2001, 2000 and 1999 is not representative of the pro forma effect on net income available to common shareholders in future years because it does not take into consideration pro forma compensation expense related to grants made prior to fiscal 1996. Note 8:Profit Sharing Plan The Company has a profit sharing plan pursuant to Section 401(k) of the Internal Revenue Code, whereby participants may contribute a percentage of compensation, but not in excess of the maximum allowed under the Code. The plan provides for a matching contribution by the Company which amounted to approximately $257,000, $244,000 and $221,000 in 2001, 2000, and 1999, respectively. In addition, the Company may make additional contributions at the discretion of the Board of Directors. The Board authorized additional contributions of $860,000, $888,000, and $758,000 in 2001, 2000 and 1999, respectively. Note 9:Series A and Series B Preferred Stock On June 30, 1999, the Company issued 1,060,000 shares of Series A convertible preferred stock ("Series A") to Fremont Investors and certain employees of the Company. On November 30, 2000, the Company issued 3,500 shares of Series B convertible preferred stock ("Series B", and together with the Series A, the "Preferred Stock") to the Company's Chief Executive Officer. Holders of the Preferred Stock are entitled to receive cumulative quarterly dividends, whether or not declared by the Board of Directors, in an amount equal to the greater of: - dividends which would have been payable to the holders of Series A or Series B, as the case may be, in such quarter had they converted their Preferred stock into Juno common stock prior to the record date of dividends declared on the common stock in such quarter, or - the stated amount then in effect multiplied by 2%. Through June 30, 2004, the dividends for the Series A will be payable by an increase in the stated amount of such stock, and through November 30, 2005, the dividends for the Series B will be payable by an increase in the stated amount of such stock. After June 30, 2004, the dividends on the Series A will be paid in cash until redemption or conversion, and after November 30, 2005, the dividends on the Series B will be paid in cash until redemption or conversion. The Preferred Stock is convertible into shares of the Company's common stock at a rate of $26.25 per share. Holders of Preferred Stock are entitled to one vote for each whole share of common stock that would be issuable to such holder upon the conversion of all the shares of the Preferred Stock held by such holder on the record date for the determination of stockholders entitled to vote. Additionally, holders of Preferred Stock have preference to common stockholders in the event of liquidation, dissolution, winding up or sale of the Company. Note 10:Business Segments and Geographical Information The Company operates in one product segment - the design, manufacture and marketing of lighting fixtures. The aggregation criteria for sales are based on point of shipment while the aggregation criteria for assets are based on their physical location. Financial information by geographic area is as follows: (in thousands) November 30, 2001 2000 1999 ---------------------------------------------------------------- Net Sales: United States (including Puerto Rico) $167,399 $162,803 $156,692 Canada 12,548 11,185 10,766 ---------------------------------------------------------------- Total $179,947 $173,988 $167,458 ================================================================ (in thousands) November 30, 2001 2000 1999 ---------------------------------------------------------------- Total Assets: United States $107,647 $112,200 $125,099 Canada 11,496 5,234 5,535 ---------------------------------------------------------------- Total $119,413 $117,434 $130,634 ================================================================ Note 11:Commitments and Contingencies Total minimum rentals under noncancelable operating leases for distribution warehouse space and equipment at November 30, 2001 are as follows: ------------------------------------------------------------------------------ November 30, (in thousands) ------------------------------------------------------------------------------ 2002 $1,367 2003 1,021 2004 783 2005 458 2006 19 ------------------------------------------------------------------------------ Total $3,648 ============================================================================== Total rent expense charged to operations amounted to approximately $911,000, $994,000, and $991,000 for the years ended November 30, 2001, 2000 and 1999, respectively. In the ordinary course of business, there are various claims and lawsuits brought by or against the Company. In the opinion of management, the ultimate outcome of these matters will not materially affect the Company's operations or financial position. Note 12: Certain Relationships and Related Transactions Mr. Michael M. Froy, a Director of the Company since September 2000, is a partner of the law firm of Sonnenschein Nath & Rosenthal which billed the Company an aggregate of $412,069 for legal services provided to the Company for the fiscal year ended November 30, 2001. The Company and Fremont Partners L.L.C., a shareholder of the Company, entered into a management services agreement at the effective time of the Merger, pursuant to which agreement Fremont Partners L.L.C. renders certain management services in connection with the Company's business operations, including strategic planning, finance, tax and accounting services. Juno pays Fremont Partners L.L.C. an annual management fee of $325,000 to render such services. Note 13:Guarantors' Financial Information The Company has issued and registered $125 million of Series B Senior Subordinated Notes at 11-7/8% (the "Senior Subordinated Notes") under the Securities Act of 1933, as amended (the "Act"). Pursuant to the registration and issuance of the Senior Subordinated Notes under the Act, the Company's domestic subsidiaries, Juno Manufacturing, Inc. and Indy Lighting, Inc. will provide full and unconditional senior subordinated guarantees for the Senior Subordinated Notes on a joint and several basis. Following is consolidating condensed financial information pertaining to the Company ("Parent") and its subsidiary guarantors and subsidiary non-guarantors.
Net sales $149,517 $142,364 $12,548 $(124,482) $179,947 Cost of sales 118,860 87,059 9,385 (126,501) 88,803 -------- ------------ ------------- ------------ ------------ Gross profit 30,657 55,305 3,163 2,019 91,144 Selling, general and administrative 31,687 21,991 2,269 110 56,057 -------- ------------ ------------- ------------ ------------ Operating (loss) income (1,030) 33,314 894 1,909 35,087 Other income(expense) 44,713 (5) (234) (64,650) (20,176) -------- ------------ ------------- ------------ ------------ Income (loss) before taxes on income 43,683 33,309 660 (62,741) 14,911 Taxes on income (7,332) 12,611 294 (6) 5,567 -------- ------------ ------------- ------------ ------------ Net income (loss) 51,015 20,698 366 (62,735) 9,344 Less: Preferred dividends (9,870) - - - (9,870) -------- ------------ ------------- ------------ ------------ Net income (loss) available to common shareholders $ 41,145 $20,698 $366 $(62,735) $(526) ======== ============ ============= ============ ============
For the Year Ended November 30, 2000 ------------------------------------ (in thousands) Guarantor Non-Guarantor Total Parent Subsidiaries Subsidiaries Eliminations Consolidated -------- ------------ ------------- ------------ ------------ Net sales $141,722 $141,571 $11,187 $(120,492) $173,988 Cost of sales 108,719 88,033 8,797 (117,126) 88,423 -------- ------------ ------------- ------------ ------------ Gross profit 33,003 53,538 2,390 (3,366) 85,565 Selling, general and administrative 27,950 21,566 2,069 108 51,693 -------- ------------ ------------- ------------ ------------ Operating income 5,053 31,972 321 (3,474) 33,872 Other expense (22,141) (19) (153) - (22,313) -------- ------------ ------------- ------------ ------------ (Loss) income before taxes on income (17,088) 31,953 168 (3,474) 11,559 Taxes on income (6,365) 10,454 94 (5) 4,178 -------- ------------ ------------- ------------ ------------ Net (loss) income (10,723) 21,499 74 (3,469) 7,381 Less: Preferred dividends (9,098) - - - (9,098) -------- ------------ ------------- ------------ ------------ Net (loss) income available to common shareholders $(19,821) $ 21,499 $ 74 $(3,469) $(1,717) ======== ============ ============= ============ ============
For the Year Ended November 30, 1999 ------------------------------------ (in thousands) Guarantor Non-Guarantor Total Parent Subsidiaries Subsidiaries Eliminations Consolidated -------- ------------ ------------- ------------ ------------ Net sales $134,113 $138,733 $10,768 $(116,156) $167,458 Cost of sales 106,381 85,314 9,203 (116,966) 83,932 -------- ------------ ------------- ------------ ------------ Gross profit 27,732 53,419 1,565 810 83,526 Selling, general and administrative 25,542 21,378 2,012 110 49,042 -------- ------------ ------------- ------------ ------------ Operating income (loss) 2,190 32,041 (447) 700 34,484 Other (expense) income (6,548) 327 (140) - (6,361) -------- ------------ ------------- ------------ ------------ (Loss) income before taxes on income (4,358) 32,368 (587) 700 28,123 Taxes on income (1,245) 11,612 (259) (7) 10,101 -------- ------------ ------------- ------------ ------------ Net (loss) income (3,113) 20,756 (328) 707 18,022 Less: Preferred dividends (4,282) - - - (4,282) -------- ------------ ------------- ------------ ------------ Net (loss) income available to common shareholders $ (7,395) $ 20,756 $ (328) $ 707 $ 13,740 ======== ============ ============= ============ ============
November 30, 2001 ----------------- (in thousands) Guarantor Non-Guarantor Total Parent Subsidiaries Subsidiaries Eliminations Consolidated -------- ------------ ------------- ------------ ------------ Cash $1,141 $(541) $674 $6 $1,280 Accounts receivable, net 27,960 30,044 2,503 (30,159) 30,348 Inventories 16,363 11,377 2,066 (9,071) 20,735 Other current assets 3,165 1,193 194 - 4,552 -------- ------------ ------------- ------------ ------------ Total current assets 48,629 42,073 5,437 (39,224) 56,915 Property and equipment 10,869 57,172 2,746 (377) 70,410 Less accumulated depreciation 3,268 22,899 630 (276) 26,521 -------- ------------ ------------- ------------ ------------ Net property and equipment 7,601 34,273 2,116 (101) 43,889 Other assets 74,365 129 5,899 (62,054) 18,339 -------- ------------ ------------- ------------ ------------ Total assets $130,595 $76,475 $13,452 $(101,379) $119,143 ======== ============ ============= ============ ============ Current liabilities $47,068 $11,355 $8,430 $(30,155) $36,698 Other liabilities 169,841 - 2,202 (2,048) 169,995 -------- ------------ ------------- ------------ ------------ Total liabilities 216,909 11,355 10,632 (32,203) 206,693 Total stockholders' (deficit) equity (86,314) 65,120 2,820 (69,176) (87,550) -------- ------------ ------------- ------------ ------------ Total liabilities and stockholders' equity (deficit) $130,595 $76,475 $13,452 $(101,379) $119,143 ======== ============ ============= ============ ============
November 30, 2000 ----------------- (in thousands) Guarantor Non-Guarantor Total Parent Subsidiaries Subsidiaries Eliminations Consolidated -------- ------------ ------------- ------------ ------------ Cash $ 4,042 $ 739 $ 36 $ - $ 4,817 Accounts receivable, net 26,614 75,255 1,918 (77,260) 26,527 Inventories 19,902 14,108 1,189 (10,991) 24,208 Other current assets 3,177 654 73 - 3,904 -------- ------------ ------------- ------------ ------------ Total current assets 53,735 90,756 3,216 (88,251) 59,456 Property and equipment 10,507 54,762 2,565 (376) 67,458 Less accumulated depreciation 2,921 18,896 547 (273) 22,091 -------- ------------ ------------- ------------ ------------ Net property and equipment 7,586 35,866 2,018 (103) 45,367 Other assets 72,504 37 - (59,930) 12,611 -------- ------------ ------------- ------------ ------------ Total assets $133,825 $126,659 $ 5,234 $(148,284) $117,434 ======== ============ ============= ============ ============ Current liabilities $ 89,436 $ 14,995 $ 2,192 $ (77,261) $ 29,362 Other liabilities 184,764 - 2,148 (2,072) 184,840 -------- ------------ ------------- ------------ ------------ Total liabilities 274,200 14,995 4,340 (79,333) 214,202 Total stockholders' (deficit) equity (140,375) 111,664 894 (68,951) (96,768) -------- ------------ ------------- ------------ ------------ Total liabilities and stockholders' equity (deficit) $133,825 $126,659 $ 5,234 $(148,284) $ 117,434 ======== ============ ============= ============ ============
For the Year Ended November 30, 2001 ------------------------------------ (in thousands) Guarantor Non-Guarantor Total Parent Subsidiaries Subsidiaries Eliminations Consolidated -------- ------------ ------------- ------------ ------------ Net cash provided by operating activities $15,294 $1,281 $1,443 $(25) $17,993 --------- ------------ ------------- ------------ ------------ Cash flows used in investing activities: Capital expenditures (264) (2,512) (20) - (2,796) License-lighting technology (3,220) - - - (3,220) Purchase of assets through acquisition - - (1,889) - (1,889) Purchase of goodwill through acquisition - - (3,965) - (3,965) --------- ------------ ------------- ------------ ------------ Net cash used in investing activities (3,484) (2,512) (5,874) - (11,870) --------- ------------ ------------- ------------ ------------ Cash flows (used in) provided by financing activities: Proceeds from bank debt 36,800 - - - 36,800 Proceeds from bank debt for acquisition - - 5,900 - 5,900 Principal payments on long term debt (51,715) - (831) 31 (52,515) Proceeds from sale of common stock through Employee Stock Purchase Plan 155 - - - 155 --------- ------------ ------------- ------------ ------------ Net cash (used in) provided by financing activities (14,760) - 5,069 31 (9,660) --------- ------------ ------------- ------------ ------------ Net (decrease) increase in cash (2,950) (1,231) 638 6 (3,537) Cash at beginning of year 4,091 690 36 - 4,817 --------- ------------ ------------- ------------ ------------ Cash at end of year $1,141 $(541) $674 $6 $1,280 ========= ============ ============= ============ ============
For the Year Ended November 30, 2000 ------------------------------------ (in thousands) Guarantor Non-Guarantor Total Parent Subsidiaries Subsidiaries Eliminations Consolidated -------- ------------ ------------- ------------ ------------ Net cash provided by operating activities $ 24,040 $ (1,764) $ 58 $ (59) $22,275 --------- ------------ ------------- ------------ ------------ Cash flows used in investing activities: Capital expenditures (2,123) (325) (20) - (2,468) --------- ------------ ------------- ------------ ------------ Net cash used in investing activities (2,123) (325) (20) - (2,468) --------- ------------ ------------- ------------ ------------ Cash flows used in financing activities: Proceeds from bank debt 4,250 4,250 Principal payments of bank debt (4,250) (4,250) Principal payments on long term debt (23,620) (29) 29 (23,620) Other financing activities (2) (2) --------- ------------ ------------- ------------ ------------ Net cash used in financing activities (23,622) - (29) 29 (23,622) --------- ------------ ------------- ------------ ------------ Net (decrease) increase in cash (1,705) (2,089) 9 (30) (3,815) Cash at beginning of year 5,748 2,828 26 30 8,632 --------- ------------ ------------- ------------ ------------ Cash at end of year $ 4,043 $ 739 $ 35 $ - $ 4,817 ========= ============ ============= ============ ============
For the Year Ended November 30, 1999 ------------------------------------ (in thousands) Guarantor Non-Guarantor Total Parent Subsidiaries Subsidiaries Eliminations Consolidated -------- ------------ ------------- ------------ ------------ Net cash provided by operating activities $ 15,269 $ 7,205 $ (264) $ (25) $ 22,185 --------- ------------ ------------- ------------ ------------ Cash flows provided by (used in) investing activities: Capital expenditures (165) (5,335) (33) - (5,533) Purchases of marketable securities (63,966) (63,966) Sales of marketable securities 151,346 151,346 --------- ------------ ------------- ------------ ------------ Net cash provided by (used in) investing activities 87,215 (5,335) (33) - 81,847 --------- ------------ ------------- ------------ ------------ Cash flows used in financing activities: Principal payments on long-term debt (12,264) (12,264) Dividends paid (3,720) (3,720) Proceeds from issuance of preferred stock 106,000 106,000 Proceeds from subordinated debt 124,103 124,103 Proceeds from bank debt 94,900 94,900 Common stock retired (415,948) (415,948) Other financing activities 1,031 (26) 26 1,031 --------- ------------ ------------- ------------ ------------ Net cash used in financing activities (105,898) - (26) 26 (105,898) --------- ------------ ------------- ------------ ------------ Net (decrease) increase in cash (3,414) 1,870 (323) 1 (1,866) Cash at beginning of year 9,162 958 349 29 10,498 --------- ------------ ------------- ------------ ------------ Cash at end of year $ 5,748 $ 2,828 $ 26 $ 30 $ 8,632 ========= ============ ============= ============ ============
Note 14:Selected Quarterly Financial Data (Unaudited) A summary of selected quarterly information for 2001 and 2000 is as follows: (in thousands except per share amounts) ------------------------------------------------------------------------------ 2001 Quarter Ended Feb. 28 May 31 Aug. 31 Nov. 30 Total* ------------------------------------------------------------------------------ Net Sales $41,538 $46,309 $46,404 $45,696 $179,947 Gross Profit 20,364 23,498 24,003 23,279 91,144 Net (Loss) Income Available to Common Shareholders (1,909) 180 678 526 (526) ------------------------------------------------------------------------------ Net (Loss) Income Per Common Share (Basic and Diluted) $ (.77) $ .07 $ .27 $ .21 $ (.21) ============================================================================== (in thousands except per share amounts) ------------------------------------------------------------------------------ 2000 Quarter Ended Feb. 29 May 31 Aug. 31 Nov. 30 Total* ------------------------------------------------------------------------------ Net Sales $39,465 $46,222 $44,611 $43,690 $173,988 Gross Profit 19,218 22,957 21,896 21,493 85,565 Net (Loss) Income Available to Common Shareholders (1,427) 784 (401) (673) (1,717) ------------------------------------------------------------------------------ Net (Loss) Income Per Common Share (Basic and Diluted) $ (.59) $ .33 $ (.16) $ (.28) $ (.71) ============================================================================== *Due to rounding differences, the totals for the fiscal years ended November 30, 2001 and 2000 may not equal the sum of the respective items for the four quarters then ended. ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND ------------------------------------------------------- FINANCIAL DISCLOSURE -------------------- None. PART III -------- ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ------------------------------------------------------------ Information with respect to the directors of the Company will be set forth in the Proxy Statement and is incorporated herein by this reference. Information regarding the Executive Officers of the Company is set forth in Part I of this Form 10-K on pages 7 and 8. ITEM 11. EXECUTIVE COMPENSATION -------------------------------- The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by this reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ------------------------------------------------------------------------ The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by this reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -------------------------------------------------------- TRANSACTIONS WITH MANAGEMENT AND OTHERS Mr. Jaunich is Chairman of the Board and a director of Juno Lighting. He is also President and Chief Executive Officer of Fremont Investors, a Managing Director of Fremont Partners, a member of FP Advisors, L.L.C. ("FP Advisors") and a Managing Director and a member of the Fremont Group. Mr. Williamson is a director of Juno Lighting, and is also Vice President and Treasurer of Fremont Investors, a Managing Director of Fremont Partners and a member of FP Advisors. As a result of the Merger, Fremont Investors obtained control of the Company in June 1999. Mr. Froy is a partner of the law firm of Sonnenschein Nath & Rosenthal, which provided legal services to the Company in fiscal 2001. The Company and Fremont Partners L.L.C., a shareholder of the Company, entered into a management services agreement at the effective time of the Merger, pursuant to which agreement Fremont Partners L.L.C. renders certain management services in connection with the Company's business operations, including strategic planning, finance, tax and accounting services. Juno pays Fremont Partners L.L.C. an annual management fee of $325,000 to render such services. In connection with the purchase by Mr. Bilbrough, Juno's President and Chief Executive Officer, of shares of the Company's common stock, the Company made a loan to him in the principal amount of $199,968.33. All of the proceeds of this loan were used to pay a portion of the purchase price of the shares. Subject to certain terms and conditions, Mr. Bilbrough will not owe any interest on this debt on or before May 22, 2010 and will owe 18% per annum thereafter on any remaining balance. As of November 30, 2001, the outstanding balance of Mr. Bilbrough's debt was $199,968.33. PART IV ------- ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS -------------------------------------------------------------- ON FORM 8-K ----------- 14(a)(1). Financial Statements - Appear as part of Item 8 of this Form 10-K. -------------------- Supplementary Data ------------------ The supplementary data required by Item 302 of Regulation S-K is contained on page 33 of this Annual Report on Form 10-K. Report of Independent Accountants --------------------------------- The Report of the Company's Independent Accountants, PricewaterhouseCoopers LLP, dated January 9, 2002, on the consolidated financial statements as of and for the fiscal years ended November 30, 2001, November 30, 2000, and November 30, 1999, is filed as a part of this Annual Report on Form 10-K on page 14. 14(a)(2). Financial Statement Schedule: ----------------------------- The following financial statement schedule is submitted in response to this Item 14(a)2 on page 39 of this Annual Report on Form 10-K. Schedule II - Valuation and Qualifying Accounts and Reserves. Report of Independent Accountants Relating to Schedule. ------------------------------------------------------- The Report of the Company's Independent Accountants, PricewaterhouseCoopers LLP, on the financial statement schedule, insofar as the information therein relates to November 30, 2001 and November 30, 2000 and the fiscal years then ended, is filed as a part of this Annual Report on Form 10-K on page 35. Schedules other than those noted above have been omitted because they are either inapplicable or the information is contained elsewhere in the Annual Report. Report of Independent Accountants on ------------------------------------ Financial Statement Schedule ---------------------------- To the Board of Directors of Juno Lighting, Inc. Our audits of the consolidated financial statements of Juno Lighting, Inc. referred to in our report dated January 9, 2002, appearing on page 14 of this 2001 Annual Report on Form 10-K, also included an audit of the Financial Statement Schedule listed in Item 14(a)(2). In our opinion, the Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PricewaterhouseCoopers LLP Chicago, Illinois January 9, 2002 14(a)(3). Exhibits -------- (i) The following exhibits are filed herewith: 11.1 Computations of Net Income Per Common Share. 21.1 Subsidiaries of the Registrant. 23.1 Consent of PricewaterhouseCoopers LLP. (ii) The following exhibits are incorporated herein by reference or have been previously reported: 2.1 Agreement and Plan of Recapitalization and Merger dated as of March 26, 1999 among Fremont Investors I, LLC, Jupiter Acquisition Corp., and Juno Lighting, Inc., filed as Exhibit 2 to the Company's Current Report on Form 8-K (SEC File No. 0-11631) filed with the Securities and Exchange Commission on March 29, 1999. 2.2 Purchase Agreement dated June 24, 1999 by and among Juno Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting, Inc., Advanced Fiberoptic Technologies, Inc., Banc of America Securities LLC and Credit Suisse First Boston Corporation, filed as Exhibit 1.1 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999. 3.1 Amended and Restated Certificate of Incorporation, as amended, of Juno Lighting, Inc. filed as Exhibit 3.1 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27,1999. 3.2 By-Laws of Juno Lighting, Inc., as amended, filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K (SEC File No. 0-11631) for the fiscal year ended November 30, 1987. 3.2(a) Amendment to By-Laws of Juno Lighting, Inc. filed as Exhibit 3.1 to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 1991. 3.3 Certificate of Designation of Series B Convertible Preferred Stock of Juno Lighting, Inc. filed as exhibit 3.1 to the Company's Annual Report on Form 10-K (SEC File No. 0-11631) for the fiscal year ended November 30, 2000. 4.1 Indenture, dated as of June 30, 1999, by and among Juno Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting, Inc., Advanced Fiberoptic Technologies, Inc. and Firstar Bank of Minnesota, N.A., as Trustee for the 11 7/8% Senior Subordinated Notes due 2009, filed as Exhibit 4.1 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999. 4.2 Registration Rights Agreement, dated as of June 30, 1999, by and among Juno Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting, Inc., Advanced Fiberoptic Technologies, Inc., Banc of America Securities LLC and Credit Suisse First Boston Corporation, filed as Exhibit 4.2 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999. 10.1 Juno Lighting, Inc. 1993 Stock Option Plan, as amended, filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 1994. 10.2 Juno Lighting, Inc. 401(k) Plan, Amended and Restated Effective December 1, 1999, executed June 30, 2000, filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 2000. 10.2(a) Juno Lighting , Inc. 401(k) Trust Agreement, effective July 1, 2000, executed June 28, 2000, filed as Exhibit 10.1(a) to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 2000. 10.2(b) Amendment to the 401(k) Trust Agreement with Juno Lighting, Inc. effective July 1, 2000, executed June 29, 2000, filed as Exhibit 10.1(b) to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 2000. 10.2(c) Juno Lighting, Inc. 401(K) Plan, Amended and Restated effective December 1, 1987, executed June 1, 1994. 10.2(d) Juno Lighting, Inc. 401(K) Trust, effective December 1, 1985, executed June 1, 1994. 10.2(e) Amendment to Juno Lighting, Inc. 401(K) Plan, effective September 1, 1994, executed September 12, 1994. 10.3 Management Services Agreement, dated as of June 30, 1999, by and between Juno Lighting, Inc. and Fremont Partners, L.L.C., filed as Exhibit 10.9 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999. 10.4 Credit Agreement, dated as of June 29, 1999, by and among Juno Lighting, Inc. and Bank of America, N.A., Credit Suisse First Boston Corporation and certain other lenders party thereto, filed as Exhibit 10.10 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999. 10.4(a) First Amendment to Credit Agreement, dated as of June 30, 2000 among Juno Lighting, Inc., Bank of America, N.A., Credit Suisse First Boston and certain other lenders party thereto filed as Exhibit 10.2 to the Company's Quarterly report on Form 10-Q (SEC File No. 0-11631)for the quarter ended May 31, 2000. 10.4(b) Second Amendment to Credit Agreement dated as of August 27, 2001, among Juno Lighting, Inc., Juno Lighting, Ltd., Bank of America, N.A., Credit Suisse First Boston and certain lenders party thereto filed as Exhibit 10.5(b) to the Quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended August 31, 2001. 10.5 1999 Stock Award and Incentive Plan, filed as Annex D to the proxy statement/prospectus that formed a part of the Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on May 28, 1999. 16.1 The information has been previously reported in a Form 8 dated May 21, 1992 filed by the Company with the Securities and Exchange Commission on May 22, 1992 (SEC File No. 0-11631). 14(b) Reports on Form 8-K ------------------- No reports on Form 8-K for the three months ended November 30, 2001 were filed by the Company with the Securities and Exchange Commission. SIGNATURES ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on February 28, 2002. JUNO LIGHTING, INC. By: /s/T. Tracy Bilbrough --------------------- T. Tracy Bilbrough Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title Date ---------- ----- ---- /s/T. Tracy Bilbrough Director, Chief February 28, 2002 --------------------- Executive Officer T. Tracy Bilbrough /s/George J. Bilek Vice President, Finance February 28, 2002 ------------------ Secretary, and Treasurer George J. Bilek (Principal Financial and Accounting Officer) /s/Robert Jaunich, II Director, Chairman of February 28, 2002 --------------------- The Board Robert Jaunich, II /s/Mark N. Williamson Director February 28, 2002 --------------------- Mark N. Williamson /s/Daniel DalleMolle Director February 28, 2002 --------------------- Daniel DalleMolle /s/Michael M. Froy Director February 28, 2002 ------------------ Michael M. Froy
JUNO LIGHTING, INC. AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (in thousands) =============================================== Column A Column B Column C Column D Column E Column F -------- -------- -------- -------- -------- -------- Other Balance Charged charges at to costs Deductions add (deduct) Balance beginning and describe describe at end Description of period expenses (a) (b) of period ----------- --------- -------- ---------- ----------- --------- Deducted from assets to which they apply: Allowance for doubtful accounts: Year ended November 30, 2001 $1,151 $76 $251 $1 $977 Year ended November 30, 2000 1,382 (38) 191 (2) 1,151 Year ended November 30, 1999 1,205 263 88 2 1,382 ---------------------------------- NOTE: (a) Write off of bad debts, less recoveries. (b) Foreign currency translation.
EXHIBIT INDEX Exhibit Number Page ------- ---- The following exhibits are filed herewith: 11.1 Computations of Net Income Per Common Share. 42 ---- 21.1 Subsidiaries of the Registrant. 43 ---- 23.1 Consent of PricewaterhouseCoopers LLP. 44 ---- The following exhibits are incorporated herein by reference: 2.1 Agreement and Plan of Recapitalization and Merger dated ---- as of March 26, 1999 among Fremont Investors I, LLC, Jupiter Acquisition Corp., and Juno Lighting, Inc., filed as Exhibit 2 to the Company's Current Report on Form 8-K (SEC File No. 0-11631) filed with the Securities and Exchange Commission on March 29, 1999. 2.2 Purchase Agreement dated June 24, 1999 by and among Juno ---- Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting, Inc., Advanced Fiberoptic Technologies, Inc., Banc of America Securities LLC and Credit Suisse First Boston Corporation, filed as Exhibit 1.1 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999. 3.1 Amended and Restated Certificate of Incorporation, ---- as amended, of Juno Lighting, Inc. filed as Exhibit 3.1 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999. 3.2 By-Laws of Juno Lighting, Inc., as amended, filed as ---- Exhibit 3.2 to the Company's Annual Report on Form 10-K (SEC File No. 0-11631) for the fiscal year ended November 30, 1987. 3.2(a) Amendment to By-Laws of Juno Lighting, Inc. filed as ---- Exhibit 3.1 to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 1991. 3.3 Certificate of Designation of Series B Convertible ---- Preferred Stock of Juno Lighting, Inc. filed as exhibit 3.1 to the Company's Annual Report on Form 10-K (SEC File No. 0-11631) for the fiscal year ended November 30,2000. 4.1 Indenture, dated as of June 30, 1999, by and among Juno ---- Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting, Inc., Advanced Fiberoptic Technologies, Inc. and Firstar Bank of Minnesota, N.A., as Trustee for the 11 7/8% Senior Subordinated Notes due 2009, filed as Exhibit 4.1 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999. 4.2 Registration Rights Agreement, dated as of June 30, 1999, ---- by and among Juno Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting, Inc., Advanced Fiberoptic Technologies, Inc., Banc of America Securities LLC and Credit Suisse First Boston Corporation, filed as Exhibit 4.2 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999. 10.1 Juno Lighting, Inc. 1993 Stock Option Plan, as amended, ---- filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 1994. 10.2 Juno Lighting, Inc. 401(k) Plan, Amended and Restated ---- effective December 1, 1999, executed June 30, 2000, filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 2000. 10.2(a) Juno Lighting , Inc. 401(k) Trust Agreement, effective ---- July 1, 2000, executed June 28, 2000, filed as Exhibit 10.1(a)to the company's quarterly report on Form 10-Q (SEC File No.0-11631) for the quarter ended May 31, 2000. 10.2(b) Amendment to the 401(k) Trust Agreement with Juno ---- Lighting, Inc. effective July 1, 2000, executed June 29, 2000, filed as Exhibit 10.1(b) to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 2000. 10.2(c) Juno Lighting, Inc. 401(K) Plan, Amended and Restated ---- effective December 1, 1987, executed June 1, 1994. 10.2(d) Juno Lighting, Inc. 401(K) Trust, effective December 1, ---- 1985, executed June 1, 1994. 10.2(e) Amendment to Juno Lighting, Inc. 401(K) Plan, effective ---- September 1, 1994, executed September 12, 1994. 10.3 Management Services Agreement, dated as of June 30, ---- 1999, by and between Juno Lighting, Inc. and Fremont Partners, L.L.C., filed as Exhibit 10.9 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999. 10.4 Credit Agreement, dated as of June 29, 1999, by and ---- among Juno Lighting, Inc. and Bank of America, N.A., Credit Suisse First Boston Corporation and certain other lenders party thereto, filed as Exhibit 10.10 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999. 10.4(a) First Amendment to Credit Agreement, dated as of June ---- 30, 2000 among Juno Lighting, Inc., Bank of America, N.A., Credit Suisse First Boston and certain other lenders party thereto filed as Exhibit 10.2 to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 2000. 10.4(b) Second Amendment to Credit Agreement, dated as of ---- August 27, 2001, among Juno Lighting, Inc., Juno Lighting, Ltd., Bank of America, N.A., Credit Suisse First Boston and certain other lenders party thereto filed as Exhibit 10.5(b) to the Company's Quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended August 31, 2001. 10.5 1999 Stock Award and Incentive Plan, filed as Annex D ---- to the proxy statement/prospectus that formed a part of the Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on May 28, 1999. 16.1 The information has been previously reported in a ---- Form 8 dated May 21, 1992 filed by the Company with the Securities and Exchange Commission on May 22, 1992 (SEC File No. 0-11631). Exhibit 11.1 JUNO LIGHTING, INC. AND SUBSIDIARIES COMPUTATIONS OF NET INCOME PER COMMON SHARE =========================================== 2001 2000 1999 ----------- ----------- ----------- Average number of common shares outstanding during the year 2,481,928 2,426,490 11,127,286 ----------- ----------- ----------- Common equivalents: Shares issuable under outstanding options - - 141,862 Shares which could have been purchased based on the average market value for the period - - 130,630 ----------- ----------- ----------- Shares for the portion of the period that the options were outstanding - - 11,232 Average number of common and common equivalent shares outstanding during the year 2,481,928 2,426,490 11,138,518 =========== =========== =========== NET (LOSS) INCOME available to common shareholders $(525,900) $(1,716,819) $13,739,828 =========== =========== =========== NET (LOSS) INCOME PER COMMON SHARE (Basic and Diluted) $(.21) $(.71) $1.23 ===== ===== ===== Exhibit 21.1 SUBSIDIARIES OF JUNO LIGHTING, INC. State or Jurisdiction Name of Subsidiary of Incorporation ------------------ --------------------- Juno Manufacturing, Inc. Illinois Indy Lighting, Inc. Indiana Juno Lighting, Ltd. Canada Exhibit 23.1 Consent of Independent Accountants ---------------------------------- We hereby consent to the incorporation by reference of our report dated January 9, 2002 appearing on page 14 of this Annual Report on Form 10-K of Juno Lighting, Inc. for the fiscal year ended November 30, 2001. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 35 of this Form 10-K. PricewaterhouseCoopers LLP Chicago, Illinois February 28, 2002 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on February 28, 2002. JUNO LIGHTING, INC. By: ------------------------------- T. Tracy Bilbrough Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title Date ---------- ----- ---- --------------------- Director, Chief February 28, 2002 T. Tracy Bilbrough Executive Officer ---------------------- Vice President, Finance February 28, 2002 George J. Bilek Secretary, and Treasurer (Principal Financial and Accounting Officer) ---------------------- Director, Chairman of February 28, 2002 Robert Jaunich, II The Board ---------------------- Director February 28, 2002 Mark N. Williamson Director February 28, 2002 ---------------------- Daniel DalleMolle --------------------- Director February 28, 2002 Michael M. Froy l:\form10-k\200010k.wpd