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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 27, 1998
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ADVANCED LIGHTING TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
OHIO 0-27202 34-1803229
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2307 EAST AURORA ROAD, SUITE ONE, TWINSBURG, OHIO 44087
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 330 / 963-6680
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On February 27, 1998, Advanced Lighting Technologies, Inc. ("ADLT") announced
that it proposes to offer a new issue of $100 million of Senior Notes due 2008
in an unregistered offering. ADLT's press release, dated February 27, 1998,
relating to the proposed offering and issued pursuant to Rule 135c under the
Securities Act of 1933, as amended, is attached hereto as Exhibit 99.1.
On March 3, 1998, ADLT issued a press release concerning certain matters
related to its Microsun subsidiary and certain anticipated charges against
third quarter earnings. ADLT's press release, dated March 3, 1998, is attached
hereto as Exhibit 99.2.
In 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (FAS) No. 128, "Earnings Per Share." FAS No. 128 replaced
the previously reported primary and fully diluted earnings per share with basic
earnings per share and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options.
Diluted earnings per share is very similar to the previously reported fully
diluted earnings per share. The Company adopted FAS No. 128 in the quarter
ended December 31, 1997.
This filing presents earnings per share pursuant to the requirements of FAS
No. 128 by amending the previously reported earnings per share in the
following:
1. The Company's Annual Report on Form 10-K for the year ended June 30,
1997
2. The Company's Quarterly Report on Form 10-Q for quarter ended
September 30, 1997
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SELECTED FINANCIAL DATA
The following table contains certain selected financial data of Advanced
Lighting Technologies, Inc. and its consolidated subsidiaries for each of the
years in the five-year period ended June 30, 1997. The selected financial data
is qualified by reference to the consolidated financial statements and other
information incorporated by reference in Advanced Lighting Technologies, Inc.
Annual Report on Form 10-K for each of the five years in the period ended June
30, 1997.
<TABLE>
<CAPTION>
Year Ended June 30,
---------------------------------------------------
1997 1996 1995 1994 1993
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<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Net sales...................................... $86,490 $54,636 $40,767 $30,938 $25,455
Costs and expenses:
Cost of sales................................ 45,738 29,164 21,899 17,253 17,033
Marketing and selling........................ 15,434 8,755 6,381 4,472 2,648
Research and development..................... 5,804 3,000 1,673 1,006 1,166
General and administrative................... 7,184 6,152 5,452 3,928 2,852
Settlement of claims......................... 771 2,732 -- -- --
Consumer product advertising................. 398 -- -- -- --
Fiber optic joint venture formation costs.... 286 -- -- -- --
Amortization of intangible assets............ 406 90 55 55 55
Restructuring................................ -- -- (121) 852 7,152
------- ------- ------- ------- -------
Income from operations......................... 10,469 4,743 5,428 3,372 (5,451)
Other income (expense):
Interest expense............................. (1,513) (1,548) (2,107) (2,113) (901)
Interest income.............................. 845 232 33 18 18
------- ------- ------- ------- -------
Income before income taxes and
extraordinary items.......................... 9,801 3,427 3,354 1,277 (6,334)
Provision for income taxes..................... 2,697 910 212 71 48
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Income before extraordinary items.............. 7,104 2,517 3,142 1,206 (6,382)
Extraordinary (charge) credit-net.............. -- (135) (253) -- 11,368
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Net income..................................... $ 7,104 $ 2,382 $ 2,889 $ 1,206 $ 4,986
======= ======= ======= ======= =======
Earnings (loss) per share-basic
Before extraordinary item.................... $ .54 $ .13 $ .11 $ .14 $ (1.03)
Extraordinary item........................... -- (.02) (.04) -- 1.56
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Net earnings per share-basic................. $ .54 $ .11 $ .07 $ .14 $ .53
======= ======= ======= ======= =======
Shares used for computing per
per share amounts-basic...................... 13,269 9,207 7,282 7,282 7,282
======= ======= ======= ======= =======
Earnings (loss) per share-diluted
Before extraordinary item.................... $ .52 $ .12 $ .10 $ .13 $ (.96)
Extraordinary item........................... -- (.01) (.03) -- 1.45
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Net earnings per share-diluted............... $ .52 $ .11 $ .07 $ .13 $ .49
======= ======= ======= ======= =======
Shares used for computing per
per share amounts-diluted.................... 13,558 9,479 7,818 7,818 7,818
======= ======= ======= ======= =======
</TABLE>
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EARNINGS PER SHARE COMPUTATION
The following table sets forth the computation of basic and diluted earnings per
share for the years ended June 30, 1997, 1996 and 1995;
<TABLE>
<CAPTION>
Year Ended June 30,
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1997 1996 1995
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<S> <C> <C> <C>
Income available to common shareholders:
Income before extraordinary charge......................................... $ 7,104 $ 2,517 $ 3,142
Less: Preferred stock dividends(1)........................................ - - 58
Increase in warrants' value(2)...................................... - 1,350 2,302
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Income before extraordinary charges attributable to common shareholders.....$ 7,104 $ 1,167 $ 782
======= ======= =======
Net Income................................................................. $ 7,104 $ 2,382 $ 2,889
Less: Preferred stock dividends(1)........................................ - - 58
Increase in warrants' value(2)...................................... - 1,350 2,302
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Net Income attributable to common shareholders............................. $ 7,104 $ 1,032 $ 529
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Weighted average shares
Basic:
Outstanding at beginning of period....................................... 10,844 7,282 7,282
Issued pursuant to public offering....................................... 2,327 1,601 -
Issued upon conversion of warrant........................................ - 296 -
Issued in acquisitions................................................... 41 - -
Issued for exercise of stock options..................................... 22 - -
Issued during the period in exchange of subsidiary stock................. - 20 -
Issuable in connection with an acquisition............................... 35 8 -
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Basic weighted average shares.......................................... 13,269 9,207 7,282
======= ======= =======
Diluted
Basic from above......................................................... 13,269 9,207 7,282
Common share equivalents................................................. 289 272 536
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Diluted weighted average shares........................................ 13,558 9,479 7,818
======= ======= =======
Earnings (loss) per share:
Basic:
Earnings before extraordinary charge..................................... $ .54 $ .13 $ .11
Extraordinary charge..................................................... - (.02) (.04)
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Basic earnings per share................................................. $ .54 $ .11 $ .07
======= ======= =======
Diluted:
Earnings before extraordinary charge..................................... $ .52 $ .12 $ .10
Extraordinary charge..................................................... - (.01) (.03)
------- ------- -------
Diluted earnings per share............................................... $ .52 $ .11 $ .07
======= ======= =======
</TABLE>
(1) The preferred stock dividends represent cumulative dividends in arrears.
No dividends were declared on the preferred stock in any of the years
presented. The cumulative dividends in arrears were paid to the preferred
shareholders when the related preferred shares were redeemed in October
1994.
(2) The warrants were redeemed in fiscal 1996.
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QUARTERLY EARNINGS PER SHARE DATA
Basic and diluted earnings per share for the quarters ended December 31, 1997
and September 30, 1997 and all quarterly periods during the fiscal years ended
June 30, 1997 and 1996, are presented below:
<TABLE>
<CAPTION>
Three Months Ended Fiscal 1998
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June 30 Mar 31 Dec 31 Sept 30
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<S> <C> <C> <C> <C>
Basic earnings per share $ .17 $.15
===== ====
Diluted earnings per share $ .17 $.15
===== ====
<CAPTION>
Three Months Ended Fiscal 1997
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June 30 Mar 31 Dec 31 Sept 30
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<S> <C> <C> <C> <C>
Basic earnings per share $.19 $.14 $ .09 $.11
==== ==== ===== ====
Diluted earnings per share $.19 $.14 $ .08 $.11
==== ==== ===== ====
<CAPTION>
Three Months Ended Fiscal 1996
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June 30 Mar 31 Dec 31 Sept 30
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<S> <C> <C> <C> <C>
Basic earnings (loss) per share:
Before extraordinary charge $.14 $.14 $(.35) $.13
Extraordinary charge - (.00) (.01) -
---- ---- ----- ----
Basic earnings (loss) per share: $.14 $.14 $(.36) $.13
==== ==== ===== ====
Diluted earnings (loss) per share:
Before extraordinary charge $.14 $.14 $(.33) $.12
Extraordinary charge - (.00) (.01) -
---- ---- ----- ----
Diluted earnings (loss) per share: $.14 $.14 $(.34) $.12
==== ==== ===== ====
</TABLE>
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description of Exhibits Page No.
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99.1 Press release of Advanced Lighting Technologies, Inc. 8
dated February 27, 1998, issued pursuant to Rule 135c
under the Securities Act of 1933, as amended.
99.2 Press release of Advanced Lighting Technologies, Inc. 9
dated March 3, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADVANCED LIGHTING TECHNOLOGIES, INC.
Date March 3, 1998 By: /s/ Wayne R. Hellman
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Wayne R. Hellman
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT nO. DESCRIPTION OF EXHIBITS PAGE NO.
- ----------- ----------------------- --------
99.1 Press release of Advanced Lighting Technologies, Inc. 8
dated February 27, 1998, issued pursuant to Rule 135c
under the Securities Act of 1933, as amended.
99.2 Press release of Advanced Lighting Technologies, Inc. 9
dated March 3, 1998.
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Exhibit 99.1
PRESS RELEASE
ADVANCED LIGHTING TECHNOLOGIES
TO OFFER SENIOR NOTES
CLEVELAND, OHIO, FEBRUARY 27, 1998...Today, Advanced Lighting Technologies,
Inc. (Nasdaq:ADLT) announced that it is proposing to offer a new issue of $100
million of Senior Notes due 2008 (the "Notes").
ADLT intends to use the proceeds from the sale of the Notes to repay borrowings
outstanding under its revolving credit facility and to fund capital
expenditures, acquisitions and investments in joint ventures.
The Notes have not been registered under the Securities Act of 1933 and may not
be offered or sold in the United States, absent registration or an applicable
exemption from the Securities Act registration requirements.
This press release shall not constitute an offer to sell or a solicitation of
an offer to buy the Notes. This press release is being issued pursuant to and
in accordance with Rule 135c under the Securities Act.
Advanced Lighting Technologies, Inc. is an innovation-driven designer,
manufacturer and marketer of metal halide lighting products.
CONTACT: Rich Barone-Director of Investor Relations
Advanced Lighting Technologies, Inc.
(330) 405-1330
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Exhibit 99.2
ADLT CONSIDERING MICROSUN FUNDING ALTERNATIVES AND
ANNOUNCES SPECIAL THIRD QUARTER NONCASH ACCOUNTING CHARGES
CLEVELAND, OHIO, MARCH 3, 1998...Today, Advanced Lighting Technologies, Inc.
(Nasdaq: ADLT) announced the following developments relating to its Microsun
Technologies, Inc. ("Microsun") subsidiary:
ADLT recognizes that successful, full-scale commercial development of
MICROSUN(TM) residential lighting systems will require significant initial
marketing expenditures that would likely produce operating losses for the
foreseeable future. As a result, ADLT is exploring alternatives that would
enable Microsun to pursue a growth strategy without negatively affecting
the earnings and cash flow of ADLT. No decisions have been made about the
future courses of action to be pursued, but alternatives may include a
spin-off to shareholders, a rights offering, a joint venture, a public or
private sale of Microsun, or a slower market roll-out of MICROSUN products.
ADLT also announced anticipated fiscal third quarter 1998 noncash, special
charges following ADLT's January 1998 acquisitions of Deposition Sciences, Inc.
("DSI") and Ruud Lighting, Inc. ("Ruud"):
The Company believes the valuation of the DSI net assets acquired
reflects approximately $16 million of in-process research and development.
Accounting conventions require in-process research and development to be
expensed when acquired, which will result in a noncash charge in that
amount.
The acquisition of RUUD has placed new demands on ADLT's existing power
supply business for new or reengineered products and for greater
productivity. Further, it has also caused a change in ADLT's current power
supply marketing strategy. Management believes its assessment of existing
power supply manufacturing operations and distribution activities will
result in (i) the discontinuance of certain power supply products at ADLT's
power supply facilities and (ii) the writedown of certain intangibles and
fixed assets. This portion of the noncash, special charges is estimated to
range between $8 to $11 million.
The amounts ADLT will ultimately incur may change as plans are formalized
and approved.
The Company believes the acquisitions of Ruud and DSI will help it
solidify its leadership in metal halide lighting systems:
--The Ruud direct marketing channel will accelerate the introduction of
advanced metal halide lighting systems by ADLT.
--DSI brings an additional level of high-technology capability that can
be spread across a variety of ADLT's operations and product lines.
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Except for historical information contained herein, the matters discussed in
this press release are forward-looking statements that involve risks and
uncertainties, as detailed in ADLT's annual report on Form 10-K for the year
ended June 30, 1997 filed with the Securities and Exchange Commission. ADLT's
actual results could differ materially from those anticipated in these
forward-looking statements.
Advanced Lighting Technologies, Inc. is an innovation-driven designer,
manufacturer, and marketer of metal halide lighting products, including
materials, systems and components, and production equipment with operations and
affiliates in North America, Europe, the Pacific Rim, and Australia.
CONTACT: Rich Barone-Director of Investor Relations
Advanced Lighting Technologies, Inc.
(330) 405-1330
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