<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1998
REGISTRATION NO. 333-58609
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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ADVANCED LIGHTING TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
OHIO 3641 34-1803229
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
32000 AURORA ROAD
SOLON, OH 44139
TELEPHONE: (440) 519-0500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
WAYNE R. HELLMAN
CHIEF EXECUTIVE OFFICER
ADVANCED LIGHTING TECHNOLOGIES, INC.
32000 AURORA ROAD
SOLON, OH 44139
TELEPHONE: (440) 519-0500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------
The Commission is requested to send copies of all communications to:
<TABLE>
<S> <C>
JAMES S. HOGG, ESQ. JONATHAN B. MILLER, ESQ.
COWDEN, HUMPHREY & SARLSON CO., L.P.A. BROWN & WOOD LLP
1414 TERMINAL TOWER ONE WORLD TRADE CENTER
CLEVELAND, OH 44113 NEW YORK, NY 10048
(216) 241-2880 (212) 839-5300
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
8% Senior Notes due 2008................ $100,000,000 100% $100,000,000 $29,500(2)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f).
(2) Previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED DECEMBER 23, 1998
PROSPECTUS
ADVANCED LIGHTING
TECHNOLOGIES, INC.
Advanced Logo
OFFER TO EXCHANGE ITS
8% SENIOR NOTES DUE 2008
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
8% SENIOR NOTES DUE 2008
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 1999, UNLESS EXTENDED.
------------------------
Advanced Lighting Technologies, Inc., an Ohio corporation (the "Company"),
hereby offers, upon the terms and subject to the conditions set forth in this
Prospectus (as the same may be amended or supplemented from time to time, the
"Prospectus") and in the accompanying Letter of Transmittal (which together
constitute the "Exchange Offer"), to exchange up to $100,000,000 aggregate
principal amount of its 8% Senior Notes due 2008 (the "New Notes"), which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a Registration Statement (as defined herein) of which this
Prospectus constitutes a part, for a like principal amount of its outstanding 8%
Senior Notes due 2008 (the "Old Notes" and, together with the New Notes, the
"Notes"), of which $100,000,000 aggregate principal amount is outstanding.
The terms of the New Notes are identical in all material respects to the
terms of the Old Notes, except that (i) the New Notes have been registered under
the Securities Act and therefore will not be subject to certain restrictions on
transfer applicable to the Old Notes and will not be entitled to registration
rights and (ii) the New Notes will not provide for any increase in the interest
rate thereon. In that regard, the Old Notes provide that, if the Exchange Offer
is not consummated by September 13, 1998, the interest rate borne by the Old
Notes will increase by 0.50% per annum following September 13, 1998 until the
Exchange Offer is consummated. See "Description of the Old Notes." The New Notes
are being offered for exchange in order to satisfy certain obligations of the
Company under the Registration Rights Agreement dated as of March 18, 1998 (the
"Registration Rights Agreement") between the Company and Morgan Stanley & Co.
Incorporated (the "Placement Agent"), the Placement Agent of the Old Notes. The
New Notes will be issued under the same Indenture (as defined herein) as the Old
Notes, and the New Notes and the Old Notes will constitute a single series of
debt securities under the Indenture. In the event that the Exchange Offer is
consummated, any Old Notes which remain outstanding after consummation of the
Exchange Offer and the New Notes issued in the Exchange Offer will vote together
as a single class for purposes of determining whether holders of the requisite
percentage in outstanding principal amount of Notes have taken certain actions
or exercised certain rights under the Indenture. See "Description of the New
Notes" and "Description of the Old Notes."
THE NEW NOTES ARE REDEEMABLE AT THE OPTION OF THE COMPANY, IN WHOLE OR IN
PART, AT ANY TIME ON OR AFTER MARCH 15, 2003, AT THE REDEMPTION PRICES SET FORTH
HEREIN. IN ADDITION, AT ANY TIME PRIOR TO MARCH 15, 2001, THE COMPANY MAY REDEEM
UP TO 35% OF THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES WITH THE PROCEEDS OF
ONE OR MORE PUBLIC EQUITY OFFERINGS (AS DEFINED HEREIN), AT 108% OF THEIR
PRINCIPAL AMOUNT; PROVIDED THAT AFTER ANY SUCH REDEMPTION NOTES REPRESENTING AT
LEAST 65% OF THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTES ORIGINALLY ISSUED
REMAIN OUTSTANDING AND THAT NOTICE OF SUCH REDEMPTION IS MAILED WITHIN 60 DAYS
OF ANY SUCH PUBLIC EQUITY OFFERING.
THE OLD NOTES ARE, AND THE NEW NOTES WILL BE, UNSECURED SENIOR INDEBTEDNESS
OF THE COMPANY RANKING PARI PASSU WITH THE COMPANY'S EXISTING AND FUTURE
UNSUBORDINATED UNSECURED INDEBTEDNESS AND SENIOR IN RIGHT OF PAYMENT TO ALL
SUBORDINATED INDEBTEDNESS OF THE COMPANY. THE NEW NOTES WILL BE EFFECTIVELY
SUBORDINATED TO ALL SECURED INDEBTEDNESS OF THE COMPANY WITH RESPECT TO THE
ASSETS SECURING SUCH INDEBTEDNESS AND WILL BE EFFECTIVELY SUBORDINATED TO ALL
LIABILITIES OF THE COMPANY'S SUBSIDIARIES, INCLUDING TRADE PAYABLES. AT
SEPTEMBER 30, 1998, THE COMPANY HAD APPROXIMATELY $154.0 MILLION OF INDEBTEDNESS
OUTSTANDING, INCLUDING APPROXIMATELY $16.5 MILLION OF INDEBTEDNESS OF THE
COMPANY'S SUBSIDIARIES, AND THE COMPANY'S SUBSIDIARIES HAD APPROXIMATELY $27.9
MILLION OF ADDITIONAL LIABILITIES. AT SEPTEMBER 30, 1998, THE COMPANY AND ITS
SUBSIDIARIES ALSO HAD $12.6 MILLION AVAILABLE (SUBJECT TO FINANCIAL RATIO
COMPLIANCE AND OTHER LIMITATIONS) TO BE DRAWN UNDER THE CREDIT FACILITY (AS
DEFINED HEREIN), WHICH IS SECURED BY SUBSTANTIALLY ALL OF THE PERSONAL PROPERTY
OF THE COMPANY AND ITS NORTH AMERICAN SUBSIDIARIES AND A PLEDGE OF STOCK OF EACH
OF THE COMPANY'S PRINCIPAL SUBSIDIARIES.
------------------------
FOR A DESCRIPTION OF CERTAIN FACTORS RELATING TO AN INVESTMENT IN THE NOTES, SEE
"RISK FACTORS" BEGINNING ON PAGE 16.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1999.
<PAGE> 3
The Company is making the Exchange Offer in reliance on the position of the
staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the "Commission") as set forth in certain interpretive letters
addressed to third parties in other transactions. However, the Company has not
sought its own interpretive letter and there can be no assurance that the staff
of the Division of Corporation Finance of the Commission would make a similar
determination with respect to the Exchange Offer as it has in such interpretive
letters to third parties. Based on these interpretations by the staff of the
Division of Corporation Finance, and subject to the two immediately following
sentences, the Company believes that New Notes issued pursuant to this Exchange
Offer in exchange for Old Notes may be offered for resale, resold and otherwise
transferred by a holder thereof (other than a holder who is a broker-dealer)
without further compliance with the registration and prospectus delivery
requirements of the Securities Act, provided that such New Notes are acquired in
the ordinary course of such holder's business and that such holder is not
participating, and has no arrangement or understanding with any person to
participate, in a distribution (within the meaning of the Securities Act) of
such New Notes. However, any holder of Old Notes who is an "affiliate" of the
Company or who intends to participate in the Exchange Offer for the purpose of
distributing New Notes, or any broker-dealer who purchased Old Notes from the
Company to resell pursuant to Rule 144A under the Securities Act ("Rule 144A")
or any other available exemption under the Securities Act, (a) will not be able
to rely on the interpretations of the staff of the Division of Corporation
Finance of the Commission set forth in the above-mentioned interpretive letters,
(b) will not be permitted or entitled to tender such Old Notes in the Exchange
Offer and (c) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or other transfer
of such Old Notes unless such sale is made pursuant to an exemption from such
requirements. In addition, as described below, if any broker-dealer holds Old
Notes acquired for its own account as a result of market-making or other trading
activities and exchanges such Old Notes for New Notes, then such broker-dealer
must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of such New Notes.
Each holder of Old Notes who wishes to exchange Old Notes for New Notes in
the Exchange Offer will be required to represent that (i) it is not an
"affiliate" of the Company, (ii) any New Notes to be received by it are being
acquired in the ordinary course of its business, (iii) it has no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of such New Notes, and (iv) if such holder is not
a broker-dealer, such holder is not engaged in, and does not intend to engage
in, a distribution (within the meaning of the Securities Act) of such New Notes.
Each broker-dealer that receives New Notes for its own account pursuant to the
Exchange Offer must acknowledge that it acquired the Old Notes for its own
account as the result of market-making activities or other trading activities
and must agree that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. Based on the position taken by the staff of the
Division of Corporation Finance of the Commission in the interpretive letters
referred to above, the Company believes that broker-dealers who acquired Old
Notes for their own accounts, as a result of market-making activities or other
trading activities ("Participating Broker-Dealers") may fulfill their prospectus
delivery requirements with respect to the New Notes received upon exchange of
such Old Notes (other than Old Notes which represent an unsold allotment from
the original sale of the Old Notes) with a prospectus meeting the requirements
of the Securities Act, which may be the prospectus prepared for an exchange
offer so long as it contains a description of the plan of distribution with
respect to the resale of such New Notes. Accordingly, this Prospectus, as it may
be amended or supplemented from time to time, may be used by a Participating
Broker-Dealer during the period referred to below in connection with resales of
New Notes received in exchange for Old Notes where such Old Notes were acquired
by such Participating Broker-Dealer for its own account as a result of
market-making or other trading activities. Subject to certain provisions set
forth in the Registration Rights Agreement, the Company has agreed that this
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Participating Broker-Dealer in connection with resales of such New Notes
for a period ending 90 days after the Expiration Date referred to below (subject
to extension under certain limited circumstances described below) or, if
earlier, when all such New Notes have been disposed of by such Participating
Broker-Dealer. See "Plan of Distribution." Any Participating Broker-Dealer who
is an "affiliate" of the Company may not rely on such interpretive letters and
must comply with the registration and prospectus
2
<PAGE> 4
delivery requirements of the Securities Act in connection with any resale
transaction. See "The Exchange Offer -- Resales of New Notes."
In that regard, each Participating Broker-Dealer who surrenders Old Notes
pursuant to the Exchange Offer will be deemed to have agreed, by execution of
the Letter of Transmittal, that, upon receipt of notice from the Company of the
occurrence of any event or the discovery of any fact which makes any statement
contained or incorporated by reference in this Prospectus untrue in any material
respect or which causes this Prospectus to omit to state a material fact
necessary in order to make the statements contained or incorporated by reference
herein, in light of the circumstances under which they were made, not misleading
or of the occurrence of certain other events specified in the Registration
Rights Agreement, such Participating Broker-Dealer will suspend the sale of New
Notes pursuant to this Prospectus until the Company has amended or supplemented
this Prospectus to correct such misstatement or omission and has furnished
copies of the amended or supplemented Prospectus to such Participating
Broker-Dealer or the Company has given notice that the sale of the New Notes may
be resumed, as the case may be. If the Company gives such notice to suspend the
sale of the New Notes, it shall extend the 90-day period referred to above
during which Participating Broker-Dealers are entitled to use this Prospectus in
connection with the resale of New Notes by the number of days during the period
from and including the date of the giving of such notice to and including the
date when Participating Broker-Dealers shall have received copies of the amended
or supplemented Prospectus necessary to permit resales of the New Notes or to
and including the date on which the Company has given notice that the sale of
New Notes may be resumed, as the case may be.
The New Notes will be a new issue of securities for which there currently
is no market. Accordingly, there can be no assurance as to the development or
liquidity of any market for the New Notes. The Company currently does not intend
to apply for listing of the New Notes on any securities exchange or for
quotation through the National Association of Securities Dealers Automated
Quotation System.
Any Old Notes not tendered and accepted in the Exchange Offer will remain
outstanding and will be entitled to all the same rights and will be subject to
the same limitations applicable thereto under the Indenture (except those rights
which terminate upon consummation of the Exchange Offer). Following consummation
of the Exchange Offer, the holders of Old Notes will continue to be subject to
the existing restrictions upon transfer thereof and the Company will have no
further obligation to such holders (other than to the Placement Agent under
certain limited circumstances) to provide for registration under the Securities
Act of the Old Notes held by them. To the extent that Old Notes are tendered and
accepted in the Exchange Offer, a holder's ability to sell untendered Old Notes
could be adversely affected. See "Risk Factors -- Certain Consequences of a
Failure to Exchange Old Notes."
THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF OLD NOTES ARE URGED TO READ THIS PROSPECTUS AND THE
RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER THEIR
OLD NOTES PURSUANT TO THE EXCHANGE OFFER.
Old Notes may be tendered for exchange on or prior to 5:00 p.m., New York
City time, on , 1999 (such time on such date being hereinafter
called the "Expiration Date"), unless the Exchange Offer is extended by the
Company (in which case the term "Expiration Date" shall mean the latest date and
time to which the Exchange Offer is extended). Tenders of Old Notes may be
withdrawn at any time on or prior to the Expiration Date. The Exchange Offer is
not conditioned upon any minimum principal amount of Old Notes being tendered
for exchange. However, the Exchange Offer is subject to certain events and
conditions which may be waived by the Company and to the terms and provisions of
the Registration Rights Agreement. Old Notes may be tendered in whole or in part
in a principal amount of $1,000 and integral multiples thereof. The Company has
agreed to pay all expenses of the Exchange Offer. See "The Exchange
Offer -- Fees and Expenses." Each New Note will bear interest from the most
recent date to which interest has been paid or duly provided for on the Old Note
surrendered in exchange for such New Note. Holders of the Old Notes whose Old
Notes are accepted for exchange will not receive accrued interest on such Old
Notes for any period from and after the last Interest Payment Date to which
interest has been paid or duly provided for on such Old Notes prior to the
original issue
3
<PAGE> 5
date of the New Notes, and will be deemed to have waived the right to receive
any interest on such Old Notes accrued from and after such Interest Payment
Date.
This Prospectus, together with the Letter of Transmittal, is being sent to
all registered holders of Old Notes as of 1999.
The Company will not receive any cash proceeds from the issuance of the New
Notes offered hereby. No dealer-manager is being used in connection with this
Exchange Offer. See "Use of Proceeds" and "Plan of Distribution."
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
THE COMPANY AT 32000 AURORA ROAD, SOLON, OHIO, 44139 (TELEPHONE (440) 519-0500)
ATTENTION: CORPORATE SECRETARY. IN ORDER TO ENSURE TIMELY DELIVERY OF THE
DOCUMENTS, ANY REQUEST SHOULD BE MADE FIVE BUSINESS DAYS PRIOR TO THE DATE ON
WHICH THE FINAL INVESTMENT DECISION MUST BE MADE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C., and at the regional offices of the Commission at Seven World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such information
can be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates, or on the Internet at
http://www.sec.gov. The Indenture will require the Company to file with the
Commission and provide to Holders the reports and other information required to
be filed with the Commission by the Exchange Act, whether or not the Company is
then subject to such requirements. See "Description of the New Notes."
This Prospectus constitutes a part of a registration statement on Form S-4
(together with all amendments thereto, the "Registration Statement") filed by
the Company with the Commission under the Securities Act. This Prospectus, which
forms a part of the Registration Statement, does not contain all the information
set forth in the Registration Statement, certain parts of which have been
omitted in accordance with the rules and regulations of the Commission.
Reference is hereby made to the Registration Statement and related exhibits and
schedules filed therewith for further information with respect to the Company
and the New Notes offered hereby. Statements contained herein concerning the
provisions of any document are not necessarily complete and, in each instance,
reference is made to the copy of such document filed or incorporated by
reference as an exhibit to the Registration Statement or otherwise filed by the
Company with the Commission and each such statement is qualified in its entirety
by such reference. The Registration Statement and the exhibits and schedules
thereto may be inspected and copied at the public reference facilities
maintained by the Commission at the addresses described above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by the Company
pursuant to the Exchange Act are incorporated herein by reference: (i) the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1998;
(ii) portions of the Company's definitive proxy statement filed by the Company
with the Commission on October 20, 1998 that have been incorporated by reference
into the Annual Report on Form 10-K; (iii) the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1998; and (iv) the Company's
current report on Form 8-K filed on July 7, 1998.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the termination of the Exchange Offer for the New Notes, or
4
<PAGE> 6
subsequent to the filing of the initial Registration Statement and prior to
effectiveness of the Registration Statement shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from the respective
dates of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement or document so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus. Subject to the foregoing, all
information appearing in this Prospectus is qualified in its entirety by the
information appearing in the documents incorporated herein by reference.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any and all of the documents
incorporated by reference other than exhibits to such documents which are not
specifically incorporated by reference in such documents. Written or telephone
requests should be directed to the Company at: 32000 Aurora Road, Solon, Ohio,
44139 (telephone (440) 519-0500) Attention: Corporate Secretary.
------------------------
THIS PROSPECTUS CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THOSE STATEMENTS APPEAR
IN A NUMBER OF PLACES IN THIS PROSPECTUS AND INCLUDE STATEMENTS REGARDING THE
INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY, ITS DIRECTORS OR ITS
OFFICERS WITH RESPECT TO, AMONG OTHER THINGS: (I) POTENTIAL ACQUISITIONS OR
JOINT VENTURES BY THE COMPANY; (II) THE COMPANY'S FINANCING PLANS; (III) TRENDS
AFFECTING THE COMPANY'S FINANCIAL CONDITION OR RESULTS OF OPERATIONS; (IV)
CONTINUED GROWTH OF THE METAL HALIDE LIGHTING MARKET; (V) THE COMPANY'S
OPERATING STRATEGY AND GROWTH STRATEGY; AND (VI) LITIGATION AFFECTING THE
COMPANY. PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD LOOKING
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
PROJECTED IN THE FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. THE
ACCOMPANYING INFORMATION CONTAINED IN THIS PROSPECTUS, INCLUDING WITHOUT
LIMITATION THE INFORMATION SET FORTH UNDER THE HEADINGS "RISK FACTORS,"
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" AND "BUSINESS," IDENTIFIES IMPORTANT FACTORS THAT COULD CAUSE SUCH
DIFFERENCES.
5
<PAGE> 7
SUMMARY
The following summary is qualified in its entirety by the more detailed
information, including Consolidated Financial Statements and Notes thereto,
appearing elsewhere in this Prospectus. The Company was formed on May 19, 1995
and acquired ownership, primarily by merger (the "Combination"), of affiliated
companies that were previously under common ownership and management (the
"Predecessors"). Unless the context otherwise requires, the "Company" refers to
Advanced Lighting Technologies, Inc., its subsidiaries and the Predecessors.
Industry data in this Prospectus with respect to the lighting market is reported
on a calendar year basis and includes the industrial, commercial and residential
sectors, but not the automotive sector. Unless otherwise stated herein, such
industry data is derived from selected reports published by the National
Electrical Manufacturers Association ("NEMA").
THE COMPANY
Advanced Lighting Technologies, Inc. is an innovation-driven designer,
manufacturer and marketer of metal halide lighting products. Metal halide
lighting combines energy efficient superior illumination with long lamp (i.e.,
light bulb) life, excellent color rendition and compact lamp size. The Company
believes that it is the only designer and manufacturer in the world focused
primarily on metal halide lighting. As a result of this unique focus, the
Company has developed substantial expertise in all aspects of metal halide
lighting. The Company believes that this focus enhances its responsiveness to
customer demand and has contributed to its technologically advanced product
development and manufacturing capabilities.
The metal halide market is the fastest growing segment of the domestic
lighting market, demonstrated by metal halide lamp sales having grown at a
compound annual rate of approximately 15% since 1993, although growth has varied
substantially from year to year. The Company's strong market position, new
product development capabilities, strategic acquisitions and participation in
international markets have enabled the Company to increase its revenues at rates
in excess of the growth of the domestic metal halide market. The Company's sales
from its continuing operations increased at a compound annual growth rate of
59.0% to $163.9 million in fiscal 1998 from $40.8 million in fiscal 1995. The
Company's sales from continuing operations increased 68.2% to $50.4 million in
the three months ended September 30, 1998 from $29.9 million in the three months
ended September 30, 1997.
The Company has integrated vertically to design, manufacture and market a
broad range of metal halide products, including materials used in the production
of lamps, and lamps and other components for lighting systems as well as
complete metal halide lighting systems. The Company's materials and components
are used in the manufacture of its own lighting systems for sale to end-users
and are sold to third-party manufacturers for use in the production of their
metal halide products. The vertical integration of the Company's approach to its
products is illustrated below:
METAL HALIDE INTEGRATION CHART
Metal Halide Products
Vertical Integration from Materials through Systems
<TABLE>
<CAPTION>
Products for Products for Innovative Products
Manufacturers End Users for End Users
<S> <C> <C> <C>
|----------------|-----(arrowhead) ----------------
| MATERIALS | | Metal Halide|
| LAMPS | | Systems |
| POWER SUPPLIES | | Produced by |-----------
| CONTROLS | | the Company | |
|OPTICS/COATINGS | -------------- | ------------------
| |--------------------------------------------|-----(arrowhead) | New Applications |
| | Replacement Parts Sold to End Users (arrowhead) | -Fiber Optics |
---------------- ------------------------(arrowhead) ---------------- | -Residential |
| ------------------------ | Commercial/ | | -Headlights |
| | Metal Halide Systems | | Industrial/ | | -Projection TV |
|-----(arrowhead) | Produced by | | Outdoor | ------------------
| Third Parties | | Applications |
---------------------- ----------------
| (arrowhead)
| |
--------------------------
</TABLE>
The Company produces over 300 ultra pure metal halide salts and believes
that it produces 100% of the metal halide salts used in the manufacture of metal
halide lamps in the United States and over 80% of salts used
6
<PAGE> 8
worldwide. Metal halide salts are the primary ingredient within the arc tube of
metal halide lamps and determine the lighting characteristics of the lamp. The
Company currently markets over 240 specialty and 40 standard-type metal halide
lamps, giving it the most diverse product line of any metal halide lamp
manufacturer. In addition, the Company offers components such as more than 400
power supply products for metal halide and other discharge lamp systems. The
Company also produces and markets metal halide systems, which consist of a lamp,
power supply and related electronic controls and switches and other components.
METAL HALIDE
Invented approximately 35 years ago, metal halide is the newest of all
major lighting technologies and can produce the closest simulation to sunlight
of any available lighting technology. Metal halide lighting is currently used
primarily in commercial and industrial applications such as factories and
warehouses, outdoor site and landscape lighting, sports facilities and large
retail spaces such as superstores. In addition, due to metal halide's superior
lighting characteristics, the Company believes many opportunities exist to
"metal halidize" applications currently dominated by older incandescent and
fluorescent lighting technologies. For example, a 100 watt metal halide lamp,
which is approximately the same size as a household incandescent lamp, produces
as much light as five 100 watt incandescent lamps and as much as three 34-watt,
four-foot long fluorescent lamps. However, metal halide lamps are not compatible
with the substantial installed base of incandescent and fluorescent lighting
fixtures. While metal halide systems generally offer lower costs over the life
of a system, the installation of a metal halide lighting system typically
involves higher initial costs than incandescent and fluorescent lighting
systems.
While domestic sales of incandescent and fluorescent lamps grew at a
compound annual rate of approximately 4% since 1993, domestic metal halide lamp
sales have grown at a compound annual rate of approximately 15% over the same
period, making metal halide the fastest growing segment of the approximately
$2.9 billion domestic lamp market. In 1997, metal halide accounted for
approximately 7% of domestic lamp sales by dollar volume.
The Company believes that the majority of the growth of metal halide
lighting has occurred in commercial and industrial applications. Recently, metal
halide systems have been introduced in fiber optic, projection television and
automotive headlamp applications. The Company believes that additional
opportunities for metal halide lighting exist in other applications where energy
efficiency and light quality are important. As a result of the Company's
dominant position in metal halide materials, the Company expects to benefit from
continued growth in metal halide markets. In addition, the Company expects to be
a leader in metal halide's continued market expansion by providing innovative
metal halide system components and integrated systems.
STRATEGY
The Company's strategic objective is to remain focused on the metal halide
market and expand its leadership position in the metal halide lighting industry
by: (i) continuing to pursue vertical integration to expand the Company's
ability to introduce new products and applications; (ii) strengthening the
Company's relationships with original equipment manufacturers ("OEMs") and
lighting agents (who package lamps and lighting systems for specific projects)
to increase the number of metal halide applications and the penetration of the
Company's products in new metal halide installations; and (iii) seeking to
demonstrate the superiority of metal halide lighting solutions, thereby
stimulating domestic and international demand for the Company's products.
The Company seeks to achieve its strategic objective through internal
growth and integration of its recently-acquired businesses. The Company has
acquired or invested in businesses that, when combined with the Company's
existing capabilities and metal halide focus, are intended to provide
technological, product or distribution synergies and offer the potential to
enhance the Company's competitive position or accelerate development of
additional metal halide market opportunities. The Company has made a number of
acquisitions and investments since January 1997, as described under "Background
of the Company -- Recent Acquisitions and Strategic Investments." On January 2,
1998, the Company acquired Ruud Lighting, Inc. ("Ruud Lighting"), a manufacturer
of high-intensity discharge ("HID") lighting systems, principally focusing on
metal halide
7
<PAGE> 9
installations for commercial, industrial, outdoor and related lighting
applications, with expertise in direct marketing to contractors and end-users.
The Company's long-term growth strategy contains four key elements:
- Introduce New Products and Systems. The Company intends to continue to
develop new products and systems which should permit metal halide to
penetrate lighting applications that are currently dominated by older
lighting technologies. To further the Company's integrated systems and
components strategy, the Company has acquired Ruud Lighting as well as
two manufacturers of power supplies primarily for metal halide lighting
systems. The Company can now manufacture and market complete metal halide
lighting systems for end-users as well as complementary component
packages for OEMs. The Company intends to develop, manufacture and market
additional types of high performance and technologically advanced metal
halide materials, components and systems. Capitalizing on its expanding
production capability, design capability and unique metal halide focus,
the Company expects to develop additional specialty systems, such as
fiber optic lighting systems and projection television optical systems.
- Increase Sales of Existing Products. By expanding existing relationships
and developing new relationships with lighting agents and OEMs, the
Company expects to increase sales of existing specialty lamps and power
supplies. The Company also expects its sales of replacement lamps, as
well as power supplies, to increase through its recently expanded
distribution capability (resulting from the Ruud Lighting acquisition)
and as the installed base of fixtures for the Company's specialty lamps
increases.
- Participate in Growing International Markets. Because the Company
expects that international growth of metal halide lighting products and
systems will exceed domestic growth, the Company intends to directly
market its products in developed countries and to pursue joint venture
arrangements in developing countries to accelerate metal halide's
penetration of international markets.
- Penetrate the Residential Lighting Market. Over the longer term, the
Company intends to lead metal halide's penetration of the residential
lighting market by: (i) expanding the marketing of its products,
especially contractor-installed fixtures used in the construction of new
and remodeled housing, building on Ruud Lighting's expertise in direct
marketing to contractors; and (ii) developing the use of metal halide
fiber optic systems through a joint venture.
RECENT DEVELOPMENTS
The Company has begun to implement a plan resulting in changes to its
operations intended to accelerate and intensify the Company's focus on its metal
halide products and reduce its use of cash resources. This comes in response to
a reduction in the Company's revenues in the first quarter of fiscal 1999 as
compared to the fourth quarter of fiscal 1998 and due to economic conditions in
general, especially outside the United States. To implement this strategy, the
Company has taken or is taking the following actions:
- Limiting Pacific Rim Expansion. In recognition of the near-term effects
of the crisis in Asian capital markets, the Company modified its
expansion plans in the Pacific Rim and is acting to limit its exposure by
limiting further investment in its Pacific Rim ventures. The Company is
also considering installation in its Solon, Ohio facility of up to three
lamp manufacturing equipment groups which were originally expected to be
shipped to Asia pursuant to equipment contracts with Pacific Rim
companies.
- Changing Global Lamp Manufacturing Strategy. The Company is revising its
current global lamp manufacturing strategy to reduce the overall cost of
its lamps, including consideration of moving some production to the
manufacturing facilities of foreign joint ventures. In addition, to
reduce costs related to its lamp production activities, the Company is
consolidating its Bellevue, Ohio specialty lamp manufacturing operations
into its Solon lamp manufacturing facility.
- Consolidating Marketing Operations in North America and Europe. The
Company is consolidating its marketing operations in Canada to eliminate
certain distribution channels and centers. Warehouses in Toronto and
Vancouver will be closed. OEM and plant growth sales channels will be
retained and serviced
8
<PAGE> 10
out of Solon, Ohio. Aftermarket lamp sales are expected to be serviced through a
distributor, which the Company is currently seeking.
The Company is also restructuring its marketing operations in Europe and
the U.K. to make them more cost efficient. Sales offices in France, Italy
and Germany will be closed and future sales in those locations will be
handled by commissioned sales agents. Actions in the U.K. include
consolidation of locations and other related cost reduction activities.
- Accelerating Exit from Noncore Products Lines. The Company will eliminate
the remaining non-metal halide product lines being sold by its Canadian
operations. The Company is currently seeking a buyer for these product
lines and inventory.
- Consolidating Equipment Manufacturing Operation into Solon, Ohio
Facility. The Company's equipment manufacturing operation in Bellevue,
Ohio is being closed. Machinery, equipment and research and development
facilities necessary to allow the Company to continue manufacturing and
support of lamp production equipment, at reduced levels, is being moved
to the Company's Solon, Ohio facility. The Company has temporarily ceased
the manufacture and sale of turnkey lamp production equipment groups.
- Reducing Corporate Overhead. The Company was aggressively adding to its
corporate staff to support its aggressive growth goals. In light of its
focus on internal growth, instead of continued acquisitions and joint
ventures, the Company has reduced its corporate overhead, including a
significant reduction in corporate staff.
- Reducing Capital Expenditures. Previously announced plans to spend
approximately $20 million on capital expansion, primarily production
equipment, and approximately $14.5 million on facilities improvements in
fiscal 1999 have been substantially reduced. Capital expenditures for the
last three quarters of fiscal 1999 are estimated to be $12.0 million.
- Discontinuing MicroSun Business. The Company has essentially terminated
the production of metal halide portable fixtures (i.e., table and floor
lamps) and is working on selling the remaining inventory and liquidating
the remaining assets. Previously, the Company had approved a plan to
distribute to its shareholders, as a tax-free spinoff, all of the
ownership of Microsun Technologies, Inc. ("MicroSun"), the subsidiary
primarily responsible for development, design, assembly and marketing of
these fixtures for hospitality and residential uses. However, because of
the deterioration of the capital markets subsequent to June 30, 1998 and
the Company's inability to raise capital necessary to spin off the
MicroSun business, the Company has decided to wind down and close this
business.
The Company anticipates recording pretax charges primarily in the second
quarter of fiscal 1999 ranging from $10 million to $21 million as a result of
implementing these changes.
9
<PAGE> 11
THE EXCHANGE OFFER
The Exchange Offer......... Up to $100,000,000 aggregate principal amount of
New Notes are being offered in exchange for a like
aggregate principal amount of Old Notes. Old Notes
may be tendered for exchange in whole or in part in
a principal amount of $1,000 and integral multiples
thereof. The Company is making the Exchange Offer
in order to satisfy its obligations under the
Registration Rights Agreement relating to the Old
Notes. For a description of the procedures for
tendering Old Notes, see "The Exchange
Offer -- Procedures for Tendering Old Notes."
Expiration Date............ 5:00 p.m., New York City time, on ,
1999 (such time on such date being hereinafter
called the "Expiration Date") unless the Exchange
Offer is extended by the Company (in which case the
term "Expiration Date" shall mean the latest date
and time to which the Exchange Offer is extended).
See "The Exchange Offer -- Expiration Date;
Extensions; Amendments."
Certain Conditions to the
Exchange Offer........... The Exchange Offer is subject to certain
conditions. The Company reserves the right in its
sole and absolute discretion, subject to applicable
law, at any time and from time to time, (i) to
delay the acceptance of the Old Notes for exchange,
(ii) to terminate the Exchange Offer if certain
specified conditions have not been satisfied, (iii)
to extend the Expiration Date of the Exchange Offer
and retain all Old Notes tendered pursuant to the
Exchange Offer, subject, however, to the right of
holders of Old Notes to withdraw their tendered Old
Notes, or (iv) to waive any condition or otherwise
amend the terms of the Exchange Offer in any
respect. See "The Exchange Offer -- Expiration
Date; Extensions; Amendments" and "--Certain
Conditions to the Exchange Offer."
Withdrawal Rights.......... Tenders of Old Notes may be withdrawn at any time
on or prior to the Expiration Date by delivering a
written notice of such withdrawal to the Exchange
Agent in conformity with certain procedures set
forth below under "The Exchange Offer -- Withdrawal
Rights."
Procedures for Tendering
Old Notes................ Tendering holders of Old Notes must complete and
sign a Letter of Transmittal in accordance with the
instructions contained therein and forward the same
by mail, facsimile or hand delivery, together with
any other required documents, to the Exchange Agent
(as defined below), either with the Old Notes to be
tendered or in compliance with the specified
procedures for guaranteed delivery of Old Notes.
Certain brokers, dealers, commercial banks, trust
companies and other nominees may also effect
tenders by book-entry transfer. Holders of Old
Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee are
urged to contact such person promptly if they wish
to tender Old Notes pursuant to the Exchange Offer.
See "The Exchange Offer -- Procedures for Tendering
Old Notes." Letters of Transmittal and certificates
representing Old Notes should not be sent to the
Company. Such documents should only be sent to the
Exchange Agent. Questions regarding how to tender
and requests for information should be directed to
the Exchange Agent. See "The Exchange
Offer -- Exchange Agent."
Resales of New Notes....... The Company is making the Exchange Offer in
reliance on the position of the staff of the
Division of Corporation Finance of the Commission
as set
10
<PAGE> 12
forth in certain interpretive letters addressed to
third parties in other transactions. However, the
Company has not sought its own interpretive letter
and there can be no assurance that the staff of the
Division of Corporation Finance of the Commission
would make a similar determination with respect to
the Exchange Offer as it has in such interpretive
letters to third parties. Based on these
interpretations by the staff of the Division of
Corporation Finance, and subject to the two
immediately following sentences, the Company
believes that New Notes issued pursuant to this
Exchange Offer in exchange for Old Notes may be
offered for resale, resold and otherwise
transferred by a holder thereof (other than a
holder who is a broker-dealer) without further
compliance with the registration and prospectus
delivery requirements of the Securities Act,
provided that such New Notes are acquired in the
ordinary course of such holder's business and that
such holder is not participating, and has no
arrangement or understanding with any person to
participate, in a distribution (within the meaning
of the Securities Act) of such New Notes. However,
any holder of Old Notes who is an "affiliate" of
the Company or who intends to participate in the
Exchange Offer for the purpose of distributing the
New Notes, or any broker-dealer who purchased the
Old Notes from the Company to resell pursuant to
Rule 144A or any other available exemption under
the Securities Act, (a) will not be able to rely on
the interpretations of the staff of the Division of
Corporation Finance of the Commission set forth in
the above-mentioned interpretive letters, (b) will
not be permitted or entitled to tender such Old
Notes in the Exchange Offer and (c) must comply
with the registration and prospectus delivery
requirements of the Securities Act in connection
with any sale or other transfer of such Old Notes
unless such sale is made pursuant to an exemption
from such requirements. In addition, as described
below, if any broker-dealer holds Old Notes
acquired for its own account as a result of
market-making or other trading activities and
exchanges such Old Notes for New Notes, then such
broker-dealer must deliver a prospectus meeting the
requirements of the Securities Act in connection
with any resales of such New Notes.
Each holder of Old Notes who wishes to exchange Old
Notes for New Notes in the Exchange Offer will be
required to represent that (i) it is not an
"affiliate" of the Company, (ii) any New Notes to
be received by it are being acquired in the
ordinary course of its business, (iii) it has no
arrangement or understanding with any person to
participate in a distribution (within the meaning
of the Securities Act) of such New Notes, and (iv)
if such holder is not a broker-dealer, such holder
is not engaged in, and does not intend to engage
in, a distribution (within the meaning of the
Securities Act) of such New Notes. Each
broker-dealer that receives New Notes for its own
account pursuant to the Exchange Offer must
acknowledge that it acquired the Old Notes for its
own account as the result of market-making
activities or other trading activities and must
agree that it will deliver a prospectus meeting the
requirements of the Securities Act in connection
with any resale of such New Notes. The Letter of
Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not
be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act. Based on
the position taken by the staff of the Division of
Corporation Finance of the Commission in the
interpretive letters referred to above, the Company
believes that broker-dealers who acquired Old Notes
for their own accounts as a result of market-making
11
<PAGE> 13
activities or other trading activities
("Participating Broker-Dealers") may fulfill their
prospectus delivery requirements with respect to
the New Notes received upon exchange of such Old
Notes (other than Old Notes which represent an
unsold allotment from the original sale of the Old
Notes) with a prospectus meeting the requirements
of the Securities Act, which may be the prospectus
prepared for an exchange offer so long as it
contains a description of the plan of distribution
with respect to the resale of such New Notes.
Accordingly, this Prospectus, as it may be amended
or supplemented from time to time, may be used by a
Participating Broker-Dealer in connection with
resales of New Notes received in exchange for Old
Notes where such Old Notes were acquired by such
Participating Broker-Dealer for its own account as
a result of market-making or other trading
activities. Subject to certain provisions set forth
in the Registration Rights Agreement and to the
limitations described below under "The Exchange
Offer -- Resale of New Notes," the Company has
agreed that this Prospectus, as it may be amended
or supplemented from time to time, may be used by a
Participating Broker-Dealer in connection with
resales of such New Notes for a period ending 90
days after the Expiration Date (subject to
extension under certain limited circumstances) or,
if earlier, when all such New Notes have been
disposed of by such Participating Broker-Dealer.
See "Plan of Distribution." Any Participating
Broker-Dealer who is an "affiliate" of the Company
may not rely on such interpretive letters and must
comply with the registration and prospectus
delivery requirements of the Securities Act in
connection with any resale transaction. See "The
Exchange Offer -- Resales of New Notes."
Exchange Agent............. The exchange agent with respect to the Exchange
Offer is The Bank of New York (the "Exchange
Agent"). The addresses and telephone and facsimile
numbers of the Exchange Agent are set forth in "The
Exchange Offer -- Exchange Agent" and in the Letter
of Transmittal.
Use of Proceeds............ The Company will not receive any cash proceeds from
the issuance of the New Notes offered hereby. See
"Use of Proceeds."
Certain United States
Federal Income Tax
Considerations........... Holders of Old Notes should review the information
set forth under "-- Certain United States Federal
Income Tax Considerations" prior to tendering Old
Notes in the Exchange Offer.
12
<PAGE> 14
THE NEW NOTES
Securities Offered......... Up to $100,000,000 aggregate principal amount of
the Company's 8% Senior Notes due 2008 which have
been registered under the Securities Act.
The New Notes will be issued and the Old Notes were
issued under an Indenture dated as of March 18,
1998 (the "Indenture") between the Company and The
Bank of New York (the "Trustee"). The New Notes and
any Old Notes which remain outstanding after
consummation of the Exchange Offer will constitute
a single series of debt securities under the
Indenture and, accordingly, will vote together as a
single class for purposes of determining whether
Holders of the requisite percentage in outstanding
principal amount thereof have taken certain actions
or exercised certain rights under the Indenture.
See "Description of the New Notes -- General." The
terms of the New Notes are identical in all
material respects to the terms of the Old Notes,
except that (i) the New Notes have been registered
under the Securities Act and therefore are not
subject to certain restrictions on transfer
applicable to the Old Notes and will not be
entitled to registration rights or other rights
under the Registration Rights Agreement and (ii)
the New Notes will not provide for any increase in
the interest rate thereon. See "The Exchange
Offer -- Purpose of the Exchange Offer,"
"Description of the New Notes" and "Description of
the Old Notes."
Maturity................... March 15, 2008.
Interest................... March 15 and September 15 of each year, commencing
on the first such date following the original
issuance of the New Notes.
Optional Redemption by the
Company.................. The Notes are redeemable at the option of the
Company, in whole or in part, at any time on or
after March 15, 2003 at the redemption prices set
forth herein. In addition, at any time prior to
March 15, 2001, the Company may redeem up to 35% of
the aggregate principal amount of the Notes with
the proceeds of one or more Public Equity Offerings
(as defined herein), at 108% of their principal
amount; provided that after any such redemption
Notes representing at least 65% of the Notes
initially issued remain outstanding and that notice
of such redemption is mailed within 60 days of any
such Public Equity Offering. See "Description of
the New Notes -- Optional Redemption."
Change of Control.......... Upon a Change of Control (as defined herein), the
Company will be required to make an offer to
purchase the Notes at a purchase price equal to
101% of their principal amount, plus accrued
interest. There can be no assurance that the
Company will have sufficient funds available at the
time of any Change of Control to make any required
debt repayment (including repurchases of the
Notes). See "Description of the New
Notes -- Repurchase of Notes upon a Change of
Control."
Ranking.................... The Notes will be unsecured senior indebtedness
ranking pari passu with existing and future
unsubordinated unsecured indebtedness and senior in
right of payment to all subordinated indebtedness
of the Company. The Notes will be effectively
subordinated to all secured indebtedness of the
Company and its subsidiaries with respect to the
collateral securing such indebtedness, and the
Notes will be effectively subordinated to all
liabili-
13
<PAGE> 15
ties of the Company's subsidiaries, including trade
payables. (At September 30, 1998, the Company had
approximately $154.0 million of indebtedness
outstanding, including approximately $16.5 million
of indebtedness of the Company's subsidiaries, and
the Company's subsidiaries had approximately $27.9
million of additional liabilities. At September 30,
1998, the Company and its subsidiaries also had
$12.6 million available (subject to financial ratio
compliance and other limitations) to be drawn under
the Credit Facility, which is secured by
substantially all of the personal property of the
Company and each of its North American subsidiaries
and a pledge of stock of each of the Company's
principal subsidiaries.) See "Risk
Factors -- Leverage" and "-- Priority of Secured
Creditors; Holding Company Structure."
Certain Covenants.......... The Indenture contains certain covenants that,
among other things, limit the ability of the
Company and its Restricted Subsidiaries (as defined
herein) to incur indebtedness, pay dividends,
prepay subordinated indebtedness, repurchase
capital stock, make investments, create liens,
engage in transactions with stockholders and
affiliates, sell assets and, with respect to the
Company, engage in mergers and consolidations.
However, these limitations will be subject to a
number of important qualifications and exceptions.
See "Description of the New Notes -- Covenants."
RISK FACTORS
See "Risk Factors" beginning on page 16 for a discussion of certain factors
relating to an investment in the Notes.
14
<PAGE> 16
SUMMARY FINANCIAL DATA
The following table presents (i) summary historical consolidated financial
data of the Company as of the dates and for the periods indicated and (ii)
summary unaudited pro forma financial data of the Company as of the dates and
for the periods indicated, giving effect to the acquisition of Ruud Lighting and
the issuance of the Notes as though they had occurred on the dates indicated
herein. The summary unaudited pro forma financial data are not necessarily
indicative of operating results that would have been achieved had these events
been consummated on the dates indicated and should not be construed as
representative of future operating results. The summary historical financial
data for the years ended June 30, 1998, 1997 and 1996 have been derived from the
audited consolidated financial statements of the Company. The summary historical
consolidated financial data and unaudited pro forma financial data should be
read in conjunction with the audited consolidated financial statements and
related notes thereto of the Company, the audited financial statements of Ruud
Lighting and related notes thereto, the "Unaudited Pro Forma Financial Data" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
THREE MONTHS PRO FORMA
ENDED YEAR
SEPTEMBER 30, ENDED YEAR ENDED JUNE 30,
------------------ JUNE 30, ------------------------------
1998 1997 1998 1998 1997 1996
------- ------- ----------- -------- ------- -------
(UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT RATIO DATA)
<S> <C> <C> <C> <C> <C> <C>
OPERATING STATEMENT DATA:
Net sales....................................... $50,358 $29,937 $200,054 $163,893 $85,645 $54,636
Cost of sales................................... 29,636 17,326 119,365 95,341 45,703 29,164
Gross margin.................................... 20,722 12,611 80,689 68,552 39,942 25,472
Operating expenses.............................. 17,487 8,455 90,644 81,720 28,849 20,524
Income (loss) from continuing operations before
extraordinary charges......................... 288 2,788 (18,808) (17,836) 7,556 2,667
Net income (loss)............................... 288 2,490 (26,704) (25,732) 7,104 2,382
OTHER FINANCIAL DATA:
Interest expense(1)............................. $ 2,727 $ 327 $ 8,637 $ 3,801 $ 1,513 $ 1,548
Depreciation and amortization................... 2,028 863 6,293 4,942 2,579 1,638
EBITDA(2)....................................... 5,074 5,019 (4,163) (8,727) 13,672 6,586
Ratio of EBITDA to interest expense(1)(2)....... 1.9 15.3 -- -- 9.0 4.3
Capital expenditures............................ $ 9,066 $ 5,095 $ 30,564 $18,095 $ 5,050
Cash flow from (used in) operations............. (15,586) (8,762) (15,854) (4,183) 1,326
Cash flow from (used in) investing.............. (16,982) (8,601) (89,601) (44,058) (8,125)
Cash flow from (used in) financing.............. 33,389 37,004 123,174 50,757 7,451
</TABLE>
<TABLE>
<CAPTION>
SEPTEMBER 30, 1998
------------------
(UNAUDITED)
<S> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments......... $ 23,088
Working capital........................................... 97,370
Total assets.............................................. 341,744
Total long-term debt...................................... 152,045
Total shareholders' equity................................ 155,010
</TABLE>
- ---------------
(1) The pro forma Interest expense and Ratio of EBITDA to interest expense
reflect the transactions described above.
(2) Earnings before interest, taxes, depreciation and amortization ("EBITDA") is
provided because it is a measure commonly used to evaluate a company's
ability to service its indebtedness. EBITDA is presented to enhance the
understanding of the Company's operating results and is not intended to
represent cash flows or results of operations in accordance with generally
accepted accounting principles ("GAAP") for the periods indicated. EBITDA is
not a measurement under GAAP and is not necessarily comparable with
similarly titled measures of other companies. Net cash flows from operating,
investing and financing activities as determined using GAAP are also
presented in Other Financial Data. In the year ended June 30, 1998, EBITDA
was inadequate to cover interest expense by $12,528 ($12,800 for the pro
forma year ended June 30, 1998).
15
<PAGE> 17
RISK FACTORS
Prospective purchasers should consider carefully the following factors, as
well as the other information contained and incorporated by reference in this
Prospectus, in evaluating an investment in the Notes.
DEPENDENCE ON METAL HALIDE
The Company derives substantially all of its net sales and net income from
the sale of metal halide materials, systems and components and production
equipment and the Company's current operations and growth strategy are focused
on the metal halide lighting industry. Metal halide is the newest of all
commercial lighting technologies, and metal halide lamp sales represented
approximately 7% of domestic lamp sales in 1997. Fluorescent and incandescent
lamps represented approximately 87% of domestic lamp sales in 1997. The
Company's success has been attributable to the increased usage of metal halide
lighting in commercial and industrial applications and its future results are
dependent upon the further growth of metal halide lighting in these and other
applications. However, metal halide lamps are not compatible with the
substantial installed base of incandescent and fluorescent lighting fixtures,
and the installation of a metal halide lighting system typically involves higher
initial costs than incandescent and fluorescent lighting systems. Accordingly,
there can be no assurance that metal halide products will continue to gain
market share within the overall lighting market or that better lighting
technologies will not be introduced, displacing metal halide lighting in the
market, which could have a material adverse effect on the Company, its results
of operations and its ability to make payments on the Notes. See
"Business -- Lighting Industry."
LEVERAGE
At September 30, 1998, the Company had approximately $154.0 million of
total indebtedness outstanding and $155.0 million of shareholders' equity (prior
to the Company recording anticipated pretax charges ranging from $10 million to
$21 million primarily in the second quarter of fiscal 1999. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Future Strategic Direction"). At September 30, 1998, the Company
and its subsidiaries also had $12.6 million available (subject to financial
ratio compliance and other limitations) to be drawn under the Company's $65.0
million revolving credit facility entered into on January 2, 1998, as amended
(the "Credit Facility"). See "Description of Certain Indebtedness." The
Indenture permits the Company and its subsidiaries to incur substantial amounts
of additional indebtedness in the future. The degree to which the Company is
leveraged could have important consequences to holders of the Notes, including
the following: (i) the Company's ability to obtain additional financing in the
future for working capital, capital expenditures, acquisitions or other purposes
may be impaired and (ii) the Company's flexibility in planning for or reacting
to changes in market conditions may be limited, and the Company may be more
vulnerable in the event of a downturn in its business.
PRIORITY OF SECURED CREDITORS; HOLDING COMPANY STRUCTURE
Although the Notes rank pari passu in right of payment with indebtedness
outstanding under the Credit Facility, such indebtedness is secured by
substantially all of the personal property of the Company and each of its North
American subsidiaries and a pledge of stock of each of the Company's principal
subsidiaries. The Notes are unsecured and therefore do not have the benefit of
such collateral. If an event of default occurs under the Credit Facility, the
banks party thereto will have preferential claims to those assets and may
foreclose upon such collateral to the exclusion of the holders of the Notes,
notwithstanding the existence of an event of default with respect to the Notes.
Accordingly, in such an event, the Company's assets would first be used to repay
in full amounts outstanding under the Credit Facility, resulting in virtually
all of the Company's assets being unavailable to satisfy the claims of holders
of the Notes until the indebtedness under the Credit Facility is repaid in full.
Any remaining unpaid claims of creditors under the Credit Facility will be pari
passu with the Notes and entitled to share in any of the Company's remaining
assets.
The Company conducts substantially all of its operations through
subsidiaries and substantially all of its assets consist of the capital stock of
its subsidiaries. Accordingly, the Notes will be effectively subordinated to
liabilities of the Company's subsidiaries, including trade payables. At
September 30, 1998, the total liabilities of
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the Company's subsidiaries, excluding intercompany debt but including trade
payables, were approximately $44.4 million. At September 30, 1998, the Company
and its subsidiaries also had $12.6 million available (subject to financial
ratio compliance and other limitations) to be drawn under the Credit Facility,
which is secured as described above.
The Company's rights and the rights of its creditors, including holders of
the Notes, to participate in the assets of any subsidiary upon such subsidiary's
liquidation or recapitalization will be subject, in the case of any subsidiary,
to the prior claims of such subsidiary's creditors, except to the extent that
the Company itself may be a creditor with recognized claims against the
subsidiary, in which case the claims of the Company would still be effectively
subordinated to any mortgage or other liens on the assets of such subsidiary and
would be subordinate to any indebtedness of such subsidiary senior to that held
by the Company. Accordingly, there can be no assurance that, after providing for
all prior claims and all pari passu claims, there would be sufficient assets
available to satisfy the obligations of the Company under the Notes.
Because the Company conducts substantially all of its operations through
its subsidiaries, the Company is and will be dependent upon the distribution of
the earnings of its subsidiaries to service its debt obligations, including the
Notes. The Company's subsidiaries are separate and distinct legal entities and
have no obligation, contingent or otherwise, to pay any amounts due on the Notes
or to make any funds available therefor.
ABILITY TO DEVELOP AND BROADEN PRODUCT CATEGORIES
The Company has recently broadened its systems and components product line.
The Company also has recently introduced a limited range of products for
residential use and expects to develop additional types of metal halide lighting
systems. The marketing efforts and strategies for such product extensions are
substantially different from those associated with the Company's historical
operations. There can be no assurance that the Company will be successful in
adding new products to its current product categories or in developing new
categories of products and the Company's ability to make payments on the Notes
may depend on its ability to do so. See "Business -- Products."
DEPENDENCE UPON NEW PRODUCT INTRODUCTIONS
The Company's historical success has been attributable, in large part, to
the introduction of new products in each of its product lines to meet the
requirements of its customers. The Company's future success will depend upon its
continued ability to develop and introduce innovative products, and there can be
no assurance of the Company's ability to do so. Even if a new product is
developed for a particular type of lighting fixture or application, the product
may not be commercially successful in the lighting market. In addition,
competitors occasionally have followed the Company's introduction of successful
products with similar product offerings. As a result of these and other factors,
there can be no assurance that the Company will continue to be successful in
introducing new products. The Company's ability to make payments on the Notes
may depend on its ability to successfully introduce new products. See
"Business -- Product Design and Development."
RISKS ASSOCIATED WITH THE IMPLEMENTATION OF CASH PRESERVATION STRATEGY
The Company has begun to implement, and will continue to implement, changes
in its operations and investment activities intended to reduce the use of its
cash resources to a level at or below the cash flow generated by its operations
and investments. This strategy was adopted in response to the deterioration of
capital markets and reductions in Company revenues in the first quarter of
fiscal 1999, which are expected to reduce the Company's access to capital
markets to meet its cash needs. The Company's operations have resulted in a
negative operating cash flow in each of its last two fiscal years and the
Company has had negative cash flow from the combination of investing activities
and operations for the last four fiscal years, and there can be no assurances
that management can successfully implement this strategy. In addition, the
implementation of the cash strategy has resulted in the closing of facilities
and the termination of a significant number of employees. There can be no
assurance that the Company's operations and long-term growth potential will not
be adversely affected by these and other steps in the implementation of the cash
preservation strategy. Failure to successfully implement the
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cash preservation strategy could reduce the Company's liquidity, which could
materially adversely affect the Company's ability to make payments on the Notes.
RISKS ASSOCIATED WITH MANAGEMENT OF LONG-TERM GROWTH
The Company has experienced significant growth in recent years, which has
placed, and is expected to continue to place, a significant strain on its
management, employees, finances and operations. Management has set aggressive
long-term growth objectives for the Company's net sales and net income. These
objectives may be increasingly difficult to achieve, particularly as a result of
the Company's cash preservation strategy. In pursuing these objectives, the
Company will, among other things, seek to develop new products and applications
for its products and seek to expand its distribution capabilities, both in the
United States and elsewhere. Any of the Company's efforts in pursuit of these
objectives may expose it to risks that could adversely affect its results of
operations and financial condition. To manage growth effectively, the Company
must continue to implement changes in many aspects of its business, expand its
information systems, increase the capacity and productivity of its materials,
systems and components and production equipment operations, develop its metal
halide systems capability and hire, develop, train and manage an increasing
number of managerial, production and other employees. Certain of the Company's
product line extensions have been, or will be, effected through acquisitions,
and the success of these acquisitions will depend on the integration of the
acquired operations with the Company's existing operations. If management is
unable to anticipate or manage growth effectively, or unable to successfully
integrate acquired operations and manage expenses and risks associated with
integrating the administration and information systems of acquired companies,
the Company's operating results and its ability to make payments on the Notes
could be adversely affected. See "Business -- Strategy."
RISKS ASSOCIATED WITH ACQUISITION AND INVESTMENT STRATEGY
In order to implement its business strategy, the Company will from
time-to-time consider expansion of its products and services through joint
ventures, strategic partnerships and acquisitions of, and/or investments in,
other business entities. The Company has no agreement or understanding with any
prospective acquisition or investment candidate in respect of a specific
transaction, but it is engaged in preliminary discussions with certain
candidates at the date of this Prospectus. There is no assurance that any
agreement will result from such discussions or that management will be able to
identify, acquire or manage future acquisition candidates profitably on behalf
of the Company, or as to the timing or amount of any return or anticipated
benefits that the Company might realize on any acquisition or investment.
Acquisitions or investments could necessitate commitments of funds, which could
reduce the Company's future liquidity. Possible future acquisitions or
investments by the Company could result in the incurrence by the Company or its
subsidiaries of additional debt, contingent liabilities and amortization
expenses related to goodwill and other intangible assets, as well as writeoffs
of unsuccessful acquisitions, any or all of which could materially adversely
affect the Company's financial condition, results of operations, and ability to
make payments on the Notes. The Company has made several acquisitions since
January 1997, including Ruud Lighting, the effect of which has been to almost
double the Company's revenues on a pro forma basis. There can be no assurance
that the Company will be able to integrate these acquisitions or to manage its
expanded operations effectively. In addition, since that date the Company has
made, and the Indenture will permit the Company to continue to make, substantial
investments in entities it does not and will not be able to control. The Company
may find it difficult or impossible to realize cash flows from such investments,
or to liquidate such investments, which could adversely affect the Company's
ability to make payments on the Notes.
RISKS ASSOCIATED WITH INTERNATIONAL BUSINESS; FOREIGN CURRENCIES
The Company has derived, and expects to derive in the future, a substantial
portion of its net sales from its international business, with revenues from
customers outside of the United States representing approximately 48% of the
Company's net sales for fiscal 1998. The Company's international joint ventures
and operations and its export sales are subject to the risks inherent in doing
business abroad, including delays in shipments, adverse fluctuations in currency
exchange rates, increases in import duties and tariffs and changes in foreign
regulations and political climate. The Company's joint ventures and operations
in foreign countries have been and will be
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granted rights to use the Company's technology. While the Company will attempt
to protect its intellectual property rights in these foreign joint ventures and
operations, the laws of many foreign countries do not protect intellectual
property rights to the same extent as the laws of the United States. See
"Business -- Strategy."
Approximately 28% of the Company's net sales in fiscal 1998, on a pro forma
basis for the Ruud Lighting acquisition, were denominated in currencies other
than U.S. dollars, principally Pounds Sterling, Australian dollars and Canadian
dollars. A weakening of such currencies versus the U.S. dollar could have a
material adverse effect on the Company and its ability to make payments on the
Notes. The Company currently does not hedge its foreign currency exposure.
PROTECTION OF INTELLECTUAL PROPERTY RIGHTS
The Company relies primarily on trade secret, trademark and patent laws to
protect its rights to certain aspects of its products, including proprietary
manufacturing processes and technologies, product research and concepts and
trademarks, all of which the Company believes are important to the success of
its products and its competitive position. There can be no assurance that the
actions taken by the Company to protect its proprietary rights will be adequate
to prevent imitation of its products, processes or technology, that the
Company's proprietary information will not become known to competitors, that the
Company can effectively protect its rights to unpatented proprietary information
or that others will not independently develop substantially equivalent or better
products that do not infringe on the Company's intellectual property rights. No
assurance can be given that others will not assert rights in, and ownership of,
the patents and other proprietary rights of the Company.
In recent years, the Company has successfully taken legal action to enjoin
misappropriation of trade secrets by other parties. Any increase in the level of
activities involving misappropriation of the Company's trade secrets or other
intellectual property rights could require the Company to increase significantly
the resources devoted to such efforts. In addition, an adverse determination in
litigation, and specifically in potential patent litigation with respect to DSI,
could subject the Company to the loss of its rights to a particular trade
secret, trademark or patent, could require the Company to grant licenses to
third parties, could prevent the Company from manufacturing, selling or using
certain aspects of its products or could subject the Company to substantial
liability, any of which could have a material adverse effect on the Company's
results of operations and its ability to make payments on the Notes. See
"Business -- Intellectual Property" and "-- Legal Proceedings."
DEPENDENCE ON KEY PERSONNEL
The Company is highly dependent on the continued services of Wayne R.
Hellman, the Company's founder, President, Chief Executive Officer and principal
shareholder. Mr. Hellman and the Company have entered into an employment
agreement providing for a term ending December 31, 2003. The Company also is
highly dependent on the services of Alan J. Ruud, the Company's Vice Chairman
and a principal shareholder. Mr. Ruud and the Company have entered into an
employment agreement providing for a term ending January 1, 2001. The loss of
the services of Mr. Hellman or Mr. Ruud for any reason could have a material
adverse effect on the Company and its ability to make payments on the Notes. The
Company maintains key man life insurance with respect to Mr. Hellman in the
amount of $13 million and Mr. Ruud in the amount of $2 million and in varying
amounts on certain other members of senior management.
CONTROL BY PRINCIPAL SHAREHOLDERS
Mr. Hellman individually owns approximately 9.5% of the outstanding shares
of the Company's common stock (the "Common Stock") and, individually and in
other capacities, has the power to vote a total of approximately 22.3% of the
outstanding shares of Common Stock. Mr. Ruud individually owns approximately
9.6% of the outstanding shares of Common Stock and, individually and as a voting
trustee, has the power to vote a total of approximately 17.0% of the outstanding
shares of Common Stock. As a result, although Mr. Hellman and Mr. Ruud have no
arrangement or understanding of any kind with each other as to the voting of
their shares, either Mr. Hellman or Mr. Ruud, or the two of them together, may
be able to significantly influence, and may be able effectively to control, all
matters requiring shareholder approval, including the election of directors (and
thereby the affairs and management of the Company), amendments to the Company's
Articles of Incorporation,
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mergers, share exchanges, the sale of all or substantially all of the Company's
assets, going private transactions and other fundamental transactions. The
interests of the Company's stockholders may differ significantly from the
interests of holders of the Notes. In particular, stockholders may be less risk
averse than holders of the Notes in pursuit of growth. See "Principal
Shareholders."
RISKS ASSOCIATED WITH HELLMAN LOAN
On October 8, 1998, the Company made a loan, in the principal amount of
$9.0 million, to Wayne R. Hellman, Chairman and CEO of the Company. See "Certain
Transactions." The loan is payable on October 8, 1999. If Mr. Hellman fails to
repay the loan in accordance with its terms, such failure could materially and
adversely affect the Company's ability to access capital markets and the
Company's liquidity or result in a default under the Credit Facility or the
Indenture, any of which could materially adversely affect the Company's ability
to make payments on the Notes. If the Company is forced to take action to
enforce the repayment terms of the loan, such actions may adversely affect Mr.
Hellman's performance, which could materially adversely affect the Company's
ability to make payments on the Notes.
ENVIRONMENTAL REGULATION
The Company's operations are subject to federal, state, local and foreign
laws and regulations governing, among other things, emissions to air, discharge
to waters and the generation, handling, storage, transportation, treatment and
disposal of waste and other materials. The Company believes that its business,
operations and facilities are being operated in compliance in all material
respects with applicable environmental and health and safety laws and
regulations, many of which provide for substantial fines and criminal sanctions
for violations. However, the operations of manufacturing plants entail risks in
these areas, and there can be no assurance that the Company will not incur
material costs or liabilities. In addition, potentially significant expenditures
could be required to comply with evolving environmental and health and safety
laws, regulations or requirements that may be adopted or imposed in the future.
The imposition of significant environmental liabilities on the Company could
have a material adverse effect on the Company and its ability to make payments
on the Notes. See "Business -- Environmental Regulation."
COMPETITION
The Company competes with respect to its major products with numerous
well-established producers of materials, components and systems and equipment,
many of which possess greater financial, manufacturing, marketing and
distribution resources than does the Company. In addition, many of these
competitors' products utilize technology that has been broadly accepted in the
marketplace and is better known to consumers than is the Company's metal halide
technology. The Company competes with General Electric Company and its
subsidiaries ("General Electric" or "GE"), Philips Electronics N.V. ("Philips")
and Siemens A.G.'s OSRAM/Sylvania, Inc. subsidiary ("Sylvania") in the sale of
metal halide lamps. The Company estimates, based on published industry data for
1997, that these three companies had a combined domestic market share of
approximately 85% for metal halide lamps based on units sold and approximately
95% of the total domestic lamp market. Accordingly, these companies dominate the
lamp industry and exert significant influence over the channels through which
all lamp products, including those of the Company, are distributed and sold. The
Company's component products and systems also face strong competition,
particularly in the power supply market, in which the Company's two largest
competitors each have a larger market share than the Company. There can be no
assurance that the Company's competitors will not increase their focus on metal
halide materials, systems and components, or expand their product lines to
compete with the Company's products. Any such increase or expansion could have a
material adverse effect on the Company and its ability to make payments on the
Notes. See "Business -- Competition."
RELATIONSHIPS WITH GENERAL ELECTRIC AND OTHER MAJOR LAMP MANUFACTURERS
Notwithstanding the fact that the Company competes with GE, Philips and
Sylvania in the sale of certain of its products, the Company purchases a
significant quantity of its raw materials and private label lamps from these
three companies (aggregating $18.7 million in fiscal 1998, of which $9.3 million
was from GE) and derives
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significant revenue from sales of its materials and components and systems to
each of these three companies (aggregating $13.8 million in fiscal 1998, of
which $5.6 million was to GE). Any significant change in the Company's
relationships with these companies, or in the manner in which these companies
participate in the manufacturing, distribution and sale of metal halide lighting
products, could have a material adverse effect on the Company and its ability to
make payments on the Notes. See "Business -- Lighting Industry."
RESTRICTIONS IMPOSED BY THE CREDIT FACILITY AND THE INDENTURE
The Credit Facility and the Indenture contain certain restrictive
covenants, including, among others, covenants: (i) limiting the Company's and
certain of its subsidiaries' ability to incur additional indebtedness, pay
dividends, make certain investments, consummate certain asset sales, enter into
transactions with affiliates and incur liens and (ii) imposing restrictions on
the ability of certain subsidiaries to pay dividends or make certain payments to
the Company, merge or consolidate with any other person or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of the
assets of the Company. Although the covenants are subject to various exceptions
which are designed to allow the Company and its subsidiaries to operate without
undue restraint, there can be no assurance that such restrictions will not
adversely affect their ability to finance their future operations or capital
needs or engage in other business activities which may be in the interest of the
Company. See "Description of the New Notes -- Covenants." In addition, the
Company is required under the Credit Facility to maintain specified financial
ratios. The Company's growth will depend in part upon its ability to fund
acquisitions and investments, any of which may make it more difficult to
maintain financial ratios. See "Description of Certain Indebtedness." The
ability of the Company to comply with such provisions may be affected by events
beyond the Company's control. A breach of any of these covenants or the
inability to comply with the required financial ratios could result in a default
under the Credit Facility that would entitle the lenders to accelerate the
maturity of the Credit Facility. Such an event would adversely affect the
Company's ability to make payments on the Notes. See "-- Priority of Secured
Creditors; Holding Company Structure." The Company may need to amend or replace
the Credit Facility prior to its maturity on December 31, 2000. The Company is
currently discussing an amendment to the Credit Facility with the lenders and
the administrative agent.
REPURCHASE OF NOTES UPON A CHANGE OF CONTROL
Upon the occurrence of a Change of Control, the Company will be required to
offer to repurchase the Notes at a purchase price equal to 101% of the
outstanding principal amount thereof, together with accrued and unpaid interest.
The Change of Control repurchase feature may make more difficult a sale or
takeover of the Company. There can be no assurance that the Company will have
the necessary financial resources to meet its obligations in respect of its
indebtedness, including the required repurchase of the Notes, following a Change
of Control. If an offer to repurchase the Notes is required to be made and the
Company does not have available sufficient funds to pay for the Notes, an event
of default would occur under the Indenture. The occurrence of an event of
default could result in acceleration of the maturity of the Notes. See
"Description of the New Notes." Furthermore, these provisions would not
necessarily afford protection to holders of the Notes in the event of a highly
leveraged transaction that does not result in a Change in Control. See
"Description of the New Notes -- Repurchase of Notes upon a Change of Control."
LACK OF PUBLIC MARKET FOR THE NEW NOTES
The New Notes are a new issue of securities for which there is currently no
trading market. Therefore, there can be no assurance that a market for the New
Notes will develop. In addition, if the New Notes are traded after their initial
issuance, the prices thereof may vary depending upon prevailing interest rates,
the market for similar securities and other factors, including general economic
conditions and the financial condition and performance of, and prospects for,
the Company and expectations and ratings of securities analysts.
RISKS ASSOCIATED WITH VOLATILITY OF COMMON STOCK PRICE
The Company's common stock first became publicly traded in December 1995.
After the initial public offering, the stock price rose substantially from the
initial public offering price of $10 per share. Recently the
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market price of the common stock has been extremely volatile, and recent closing
prices were as low as $4.875 in early October 1998. The existence of such
volatility and the possibility of price volatility in the future may adversely
affect the Company's willingness to seek financing in the capital markets or
ability to successfully complete common stock offerings in the future. Inability
to access capital markets for necessary financing could materially adversely
affect the Company's ability to make payments on the Notes.
YEAR 2000 COMPLIANCE
The Company utilizes and is dependent upon data processing systems and
software to conduct its business. The data processing systems and software
include those developed and maintained by the Company and purchased software
which is run on in-house computer networks. The Company has initiated a review
and assessment of all hardware and software to determine whether it will
function properly in the year 2000. To date, those vendors which have been
contacted have indicated that their hardware or software is or will be year 2000
compliant in time frames that meet the Company's requirements. The Company
presently believes that costs associated with the compliance efforts will not
have a significant impact on the Company's ongoing results of operations
although there can be no assurance in this regard. The Company also has
initiated communications with its significant suppliers regarding the year 2000
issue. However, there can be no assurance that the systems of such suppliers, or
of customers, will be year 2000 compliant. The failure of suppliers and
customers to timely modify their systems to be year 2000 compliant could have a
significant impact on the Company's results of operations and its ability to
make payments on the Notes.
CERTAIN CONSEQUENCES OF A FAILURE TO EXCHANGE OLD NOTES
The Old Notes have not been registered under the Securities Act or any
state securities laws and therefore may not be offered, sold or otherwise
transferred except in compliance with the registration requirements of the
Securities Act and any other applicable securities laws, or pursuant to an
exemption therefrom or in a transaction not subject thereto, and in each case in
compliance with certain other conditions and restrictions, including the
Company's and the Trustee's right in certain cases to require the delivery of
opinions of counsel, certifications and other information prior to any such
transfer. Old Notes which remain outstanding after consummation of the Exchange
Offer will continue to bear a legend reflecting such restrictions on transfer.
In addition, upon consummation of the Exchange Offer, holders of Old Notes which
remain outstanding will not be entitled to any rights to have such Old Notes
registered under the Securities Act or to any similar rights under the
Registration Rights Agreement (subject to certain limited exceptions applicable
solely to the Placement Agent). The Company currently does not intend to
register under the Securities Act any Old Notes which remain outstanding after
consummation of the Exchange Offer (subject to such limited exceptions, if
applicable).
To the extent that Old Notes are tendered and accepted in the Exchange
Offer, a holder's ability to sell untendered Old Notes could be adversely
affected. In addition, although the Old Notes are eligible for trading in the
Private Offerings, Resale and Trading through Automatic Linkages ("PORTAL")
market, to the extent that Old Notes are tendered and accepted in connection
with the Exchange Offer, any trading market for Old Notes which remain
outstanding after the Exchange Offer could be adversely affected.
The New Notes and any Old Notes which remain outstanding after consummation
of the Exchange Offer will constitute a single series of debt securities under
the Indenture and, accordingly, will vote together as a single class for
purposes of determining whether holders of the requisite percentage in
outstanding principal amount thereof have taken certain actions or exercised
certain rights under the Indenture. See "Description of the New
Notes -- General."
The Old Notes provide that, if the Exchange Offer is not consummated by
September 13, 1998, the interest rate borne by the Old Notes will increase by
0.50% per annum following September 13, 1998 until the Exchange Offer is
consummated. See "Description of the Old Notes." Following consummation of the
Exchange Offer, the Old Notes will not be entitled to any increase in the
interest rate thereon. The New Notes will not be entitled to any such increase
in the interest rate thereon.
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BACKGROUND OF THE COMPANY
HISTORY
The Company's business was established in 1983 by Wayne R. Hellman, the
Company's current Chief Executive Officer, and other members of the Company's
senior management to focus on the design and manufacture of metal halide lamps.
Management initially acquired an entity engaged in the production of metal
halide salts necessary to make metal halide lamps and founded Venture Lighting
International, Inc. ("Venture"), a lamp manufacturer, soon thereafter. By 1995,
management had either formed or acquired 17 operating companies, each of which
was engaged in some aspect of the metal halide lighting business and all of
which were under common ownership (the "Predecessors"). In 1985, certain of the
Predecessors produced their first metal halide lamps and, over the next several
years, designed, introduced and manufactured a wide range of specialty metal
halide lamps, as well as certain commodity lamps. In order to support the growth
of their metal halide operations, the Predecessors manufactured and sold
non-metal halide products such as high pressure sodium lamps. To gain entrance
into the European lamp market, management acquired a German quartz halogen lamp
manufacturer in 1984, which was sold in 1990, as described below.
The Predecessors financed early operations through a combination of venture
capital financing and significant bank borrowing. The Predecessors experienced
significant growth between fiscal 1983 and fiscal 1989, with metal halide
products representing slightly less than half of the Predecessors' net aggregate
revenue in fiscal 1989. In January 1989, the senior lender to Venture, one of
the 17 Predecessor companies, requested that it obtain alternative financing
sources for the approximately $32.0 million of bank debt which Venture then had
outstanding. However, Venture was unable to consummate alternative financing
arrangements that would have retired the outstanding debt because of its venture
capital investor's refusal to accept the terms and values offered for its
investment in Venture in two potential transactions with major lamp
manufacturers. In June 1990, Venture and the venture capital investor negotiated
an exchange of the investor's preferred equity for subordinated notes of
Venture. Following this exchange, Venture was able to reduce the $32.0 million
of indebtedness owed to its senior lender to $6.7 million by December 1990
through dispositions of certain subsidiaries, including its German quartz
halogen lamp manufacturer. As a result of these dispositions, non-metal halide
product sales declined to approximately 17% of net sales in fiscal 1991.
During fiscal 1992, Venture was unsuccessful in refinancing the remaining
outstanding senior debt, which had risen to $8.0 million at June 30, 1992 and
was limited to that amount by its senior lender. As a result, Venture
experienced working capital constraints, and its management made a strategic
decision to refocus its manufacturing operations on the core business of
specialty metal halide lamps. Venture contracted its operations by significantly
reducing the number of product lines it manufactured, reducing its work force
and eliminating its second manufacturing shift.
At the end of fiscal 1992, the senior lender expressed its intention not to
further extend the term of the remaining bank debt of Venture. Although Venture
was in default of certain covenants, it had never missed a scheduled interest or
principal payment to the senior lender. Unable to obtain acceptable refinancing,
Venture voluntarily filed for protection under Chapter 11 of the United States
Bankruptcy Code on July 29, 1992. None of the other Predecessors filed for
Chapter 11 protection. Venture successfully emerged from Chapter 11 protection
in July 1993. The Predecessors' aggregate net sales declined to $25.5 million in
fiscal 1993 from $26.4 million in fiscal 1992. During fiscal 1993, the
Predecessors maintained substantially all of their relationships with existing
customers and suppliers. As part of the plan of reorganization, Venture's
management received complete ownership of Venture for an additional equity
investment of $250,000. Venture's reorganization was facilitated by financing
arrangements totalling $8.0 million provided by GE (the "GE Loan"), which were
personally guaranteed by Mr. Hellman. In addition, at that time, GE was issued a
warrant to purchase common stock of Venture (the "GE Warrant"). In connection
with the Company's initial public offering in December 1995, GE received $3.0
million in cash plus 5.0% of the Company's then outstanding Common Stock in
exchange for the cancellation of the GE Warrant and for other consideration. In
addition, with approximately $400,000 of the proceeds of the initial public
offering, the Company paid all amounts remaining to be paid pursuant to the plan
of reorganization.
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The Company was formed as an Ohio corporation on May 19, 1995 for the
purpose of acquiring ownership, primarily by merger, of the 17 affiliated
Predecessors, including Venture, that were previously under common ownership and
management and were each engaged in some aspect of the metal halide lighting
business. The Combination was effected in October 1995 through a series of
mergers or stock exchanges in which the Predecessors' shareholders received
Common Stock of the Company, except that certain investors and former employees
of the Predecessors received, in the aggregate, an insignificant amount of cash
for their shares. See "Certain Transactions -- The Combination" and "Principal
Shareholders."
RECENT ACQUISITIONS AND STRATEGIC INVESTMENTS
To expand the Company's ability to develop and market new metal halide
products and systems, the Company has made a number of acquisitions and
strategic investments, the most notable of which completed since January 1997
are described below.
On January 28, 1998, the Company completed the acquisition of Deposition
Sciences, Inc. ("DSI"), of Santa Rosa, California. DSI is a leader in the
development of sophisticated thin film deposition systems and coatings for
lighting applications, with particular emphasis on coatings for metal halide
lighting systems, and other applications, including aerospace, defense and
automotive applications. The stock of DSI was acquired in a privately-negotiated
transaction. The purchase price consisted of 599,717 shares of the Company's
Common Stock and approximately $14.5 million in cash.
On January 2, 1998, the Company acquired all of the capital stock
outstanding of Ruud Lighting (the "Ruud Stock"), located in Racine, Wisconsin.
Ruud Lighting manufactures and directly markets HID lighting systems,
principally focusing on metal halide installations for commercial, industrial
and outdoor lighting applications. The Ruud Stock was acquired from the five
shareholders of Ruud Lighting in a privately negotiated purchase transaction.
The purchase price for the Ruud Stock consisted of three million shares of the
Company's Common Stock and approximately $35.5 million in cash.
On December 31, 1997, the Company and Rohm and Haas Company ("Rohm and
Haas") completed a series of agreements that resulted in the formation of Unison
Fiber Optics Lighting Systems LLC ("Unison"), a joint venture that focuses on
the manufacture and sale of fiber optic lighting systems. In consideration for a
50% interest in Unison, the Company contributed its subsidiary, Advanced Cable
Lite Corporation, $2.0 million in cash, other optic lighting system assets and
is obligated to contribute an additional $3.0 million in cash on January 1,
2000.
In July 1997, the Company purchased an equity interest in Fiberstars, Inc.
("Fiberstars"), a marketer and distributor of fiber optic lighting products. On
February 11, 1998, the Company increased its equity ownership to approximately
29% of Fiberstars' total shares outstanding. Pursuant to its agreements with
Rohm and Haas, Rohm and Haas has the right to request that the Company divest
its interest in Fiberstars. Upon such request, the Company agrees to complete
such divestiture within two years subject to reasonable extension upon consent
of Rohm and Haas.
On June 2, 1997, the Company purchased the system component manufacturing
and operating assets of W. J. Parry & Co. (Nottingham) Ltd. ("Parry"), a
manufacturer and marketer of magnetic power supplies for high intensity
discharge lighting systems, based in the United Kingdom. The purchase price for
this acquisition was approximately $8.5 million in cash.
On April 2, 1997, the Company invested approximately $3.8 million of cash
in exchange for a 30% interest in Koto Luminous Co., Ltd. ("Koto"), a maker and
distributor of lamps in Japan. After the Company's investment, Koto began doing
business under the name Venture Lighting Japan. Using the proceeds of the
investment and an additional investment by a Koto affiliate, Venture Lighting
Japan has equipped a metal halide lamp manufacturing facility in Japan that
began operations in December 1997.
On February 11, 1997, the Company expanded its system components offerings
by acquiring Ballastronix, Inc. ("Ballastronix"), a Canadian company focused on
designing, manufacturing and marketing magnetic power supplies for high
intensity discharge and fluorescent lighting systems. The consideration for the
acquisition was approximately $5.5 million in cash and 38,024 shares of the
Company's Common Stock.
24
<PAGE> 26
EXECUTIVE OFFICES
The Company's principal executive offices are located at 32000 Aurora Road,
Solon, Ohio 44139 and its telephone number is (440) 519-0500.
USE OF PROCEEDS
The Company will not receive any cash proceeds from the issuance of the New
Notes offered hereby. In consideration for issuing the New Notes in exchange for
Old Notes as described in this Prospectus, the Company will receive Old Notes in
like principal amount. The Old Notes surrendered in exchange for the New Notes
will be retired and cancelled. Accordingly, the issuance of the New Notes will
not result in any change in the indebtedness of the Company.
The net proceeds to the Company from the issuance and sale of the Old Notes
was approximately $96.2 million.
The Company used a portion of the net proceeds of the issuance of the Old
Notes to repay borrowings outstanding under the Credit Facility (approximately
$76.3 million). The loans under the Credit Facility mature in December 2000 and,
as of March 18, 1998, carried a weighted average interest rate of 6.5% per
annum. See "Description of Certain Indebtedness." The Company used the balance
of the net proceeds to fund capital expenditures, acquisitions, investments in
joint ventures, working capital and general corporate purposes. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and "Business -- Strategy."
25
<PAGE> 27
CAPITALIZATION
The table below sets forth the Company's cash, cash equivalents and
short-term investments, short-term debt and current portion of long-term debt
and capitalization at September 30, 1998. This table should be read in
conjunction with Management's Discussion and Analysis of Financial Condition and
Results of Operations and the Consolidated Financial Statements and Notes
thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
AS OF
SEPTEMBER 30,
1998
------------------
(UNAUDITED)
(IN THOUSANDS,
EXCEPT SHARE DATA)
<S> <C>
Cash, cash equivalents and short-term investments........... $ 23,088
=========
Short-term debt and current portion of long-term debt....... $ 1,998
=========
Long-term debt:
Bank borrowings and other................................. $ 52,045
Old Notes................................................. 100,000
Shareholders' equity:
Common Stock, $.001 par value; 80,000,000 shares
authorized; 20,210,000 shares issued and
outstanding(1)......................................... 20
Additional paid-in capital................................ 173,236
Accumulated other comprehensive income.................... 266
Retained earnings (deficit)............................... (18,512)
---------
Total shareholders' equity............................. 155,010
---------
Total capitalization................................... $ 307,055
=========
</TABLE>
- ---------------
(1) Does not include (i) 833,540 shares of Common Stock reserved for issuance
under the 1995 Incentive Award Plan, of which options to purchase 767,516
shares of Common Stock had been granted and were outstanding as of November
30, 1998, (ii) 800,000 shares of Common Stock reserved for issuance under
the Billion Dollar Market Capitalization Incentive Award Plan, of which
options to purchase 773,200 shares of Common Stock have been granted and
were outstanding as of November 30, 1998, (iii) 1,500,000 shares of Common
Stock reserved for issuance under the 1998 Incentive Award Plan, of which
options to purchase 1,086,839 shares of Common Stock have been granted and
were outstanding as of November 30, 1998 and (iv) 9,594 shares issued and
72,661 shares reserved for issuance under the Employee Stock Purchase Plan
as of November 30, 1998.
26
<PAGE> 28
UNAUDITED PRO FORMA FINANCIAL DATA
The accompanying unaudited pro forma condensed combined financial data are
presented for illustrative purposes only.
The unaudited pro forma condensed combined statements of operations for the
year ended June 30, 1998, give effect to the acquisition of Ruud Lighting and
the issuance of the Old Notes as if the Ruud Lighting acquisition and the
issuance of the Old Notes had occurred on July 1, 1997. The unaudited pro forma
condensed combined statement of operations for the year ended June 30, 1998
includes amounts derived from the audited consolidated statement of operations
of the Company for the year ended June 30, 1998 (including the results of
operations for Ruud Lighting for the six months ended June 30, 1998) and the
unaudited statement of operations of Ruud Lighting for the six months ended
December 31, 1997 and pro forma adjustments to reflect the Ruud Lighting
acquisition and the issuance of the Old Notes.
The pro forma results are not necessarily indicative of the results of
operations of the Company had the Ruud Lighting acquisition and the issuance of
the Old Notes taken place on July 1, 1997 or of future results of the combined
companies. The allocation of the purchase price is preliminary. Final amounts
could differ from those reflected in the pro forma condensed statements of
operations, and such differences could be significant. Upon final determination,
the purchase price will be allocated to the assets and liabilities acquired
based on fair value as of the date of the acquisition.
27
<PAGE> 29
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED JUNE 30, 1998
----------------------------------------------------
HISTORICAL PRO FORMA
------------------------- -----------------------
COMPANY RUUD LIGHTING ADJUSTMENTS COMBINED
-------- ------------- ----------- --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Net sales................................... $163,893 $37,142 $ (981)a $200,054
Costs and expenses:
Cost of sales............................. 95,341 25,492 (981)a 119,365
(487)b
Marketing and selling..................... 25,746 3,497 29,243
Research and development.................. 9,319 1,057 10,376
General and administrative................ 10,851 3,914 (281)b 14,484
Fiber optic joint venture formation
costs.................................. 212 212
Purchased research and development........ 18,220 18,220
Special charges........................... 15,918 15,918
Settlement of claim....................... -- --
Amortization of intangible assets......... 1,454 737c 2,191
-------- ------- -------- --------
Income (loss) from operations............... (13,168) 3,182 31 (9,955)
Other income (expense):
Interest expense.......................... (3,801) (335) (4,501)d (8,637)
Interest income........................... 1,436 1,436
Loss from equity investment............... (501) (501)
-------- ------- -------- --------
Income (loss) from continuing operations
before income taxes....................... (16,034) 2,847 (4,470) (17,657)
Income taxes................................ 1,802 -- (1,792)e 1,151
1,141f
-------- ------- -------- --------
Income (loss) from continuing operations.... $(17,836) $ 2,847 $ (3,819) $(18,808)
======== ======= ======== ========
Loss per share -- basic and diluted:
Loss from continuing operations........... $ (.98) $ (.95)
======== ========
Shares used for computing per share amounts
Basic and diluted......................... 18,195 19,715
======== ========
</TABLE>
- ---------------
Pro forma adjustments were made to reflect the following:
a. Elimination of Company sales to Ruud Lighting.
b. Decrease in depreciation expense relating to Ruud Lighting's property, plant
and equipment based on estimated fair values over estimated useful lives.
c. Amortization of intangibles, such as tradename and customer service
infrastructure, and excess of cost over net assets of businesses acquired
("goodwill") related to the Ruud Lighting acquisition on a straight-line
method over 40 years.
d. Adjustments to interest expense resulting from the following:
<TABLE>
<S> <C>
Elimination of interest expense relating to the Company's
existing bank debt, excluding mortgage debt, assumed to be
paid in full with the proceeds of the offering of the Old
Notes....................................................... $ 1,762
Interest charges on the debt resulting from the issuance of
the Old Notes............................................... (6,000)
Amortization of estimated debt issuance costs of $3,500 over
the ten year life of the Notes.............................. (263)
-------
Net increase in interest expense.................. $(4,501)
=======
</TABLE>
e. Reduction of income taxes relating to the pro forma adjustments.
f. Income tax provision on Ruud Lighting's income before income taxes not
included in the historical condensed combined statement of income as Ruud
Lighting was a Subchapter S corporation.
28
<PAGE> 30
SELECTED FINANCIAL DATA
The following table contains certain selected consolidated and combined
financial data and is qualified by the more detailed Consolidated Financial
Statements and Notes thereto of the Company included elsewhere in this
Prospectus. The balance sheet data as of June 30, 1998, 1997 and 1996 and the
operating statement data for each of the fiscal years ended June 30, 1998, 1997,
1996 and 1995 are derived from the audited Consolidated Financial Statements of
the Company. The balance sheet data as of June 30, 1995 and 1994 and the
operating statement data for the fiscal year ended June 30, 1994 are derived
from the audited Combined Financial Statements of the Company's Predecessor
companies. The balance sheet data as of September 30, 1998 and the operating
statement data for the three months ended September 30, 1998 and 1997 have been
derived from the Unaudited Consolidated Financial Statements of the Company,
which have been prepared by management on the same basis as the audited
Consolidated Financial Statements of the Company and, in the opinion of
management, include all adjustments (consisting of normal recurring accruals)
which the Company considers necessary for a fair presentation of the results for
such periods. The selected financial data should be read in conjunction with the
Consolidated Financial Statements and Notes thereto and Management's Discussion
and Analysis of Financial Condition and Results of Operations included elsewhere
in this Prospectus.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED JUNE 30,
------------------ ----------------------------------------------------
1998 1997 1998 1997 1996 1995 1994
------- ------- -------- ------- ------- ------- -------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AND RATIO DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING STATEMENT DATA:
Net sales................................. $50,358 $29,937 $163,893 $85,645 $54,636 $40,767 $30,938
Costs and expenses:
Cost of sales........................... 29,636 17,326 95,341 45,703 29,164 21,899 17,253
Marketing and selling................... 8,859 4,416 25,746 15,165 8,656 6,381 4,472
Research and development................ 3,748 1,399 9,319 5,097 2,894 1,673 1,006
General and administrative.............. 4,321 2,214 10,851 7,133 6,152 5,452 3,928
Settlement of claims.................... -- -- -- 771(1) 2,732(2) -- --
Fiber optic joint venture formation
costs................................. -- 212 212 286 -- -- --
Purchased research and development(3)... -- -- 18,220 -- -- -- --
Special charges(3)...................... -- -- 15,918 -- -- -- --
Amortization of intangible assets....... 559 214 1,454 397 90 55 55
Restructuring........................... -- -- -- -- -- (121) 852
------- ------- -------- ------- ------- ------- -------
Income (loss) from operations............. 3,235 4,156 (13,168) 11,093 4,948 5,428 3,372
Other income (expense):
Interest expense........................ (2,727) (327) (3,801) (1,513) (1,548) (2,107) (2,113)
Interest income......................... 238 527 1,436 845 232 33 18
Loss from equity investment............. (189) -- (501) -- -- -- --
------- ------- -------- ------- ------- ------- -------
Income (loss) from continuing operations
before income taxes and extraordinary
items................................... 557 4,356 (16,034) 10,425 3,632 3,354 1,277
Income taxes.............................. 269 1,568 1,802 2,869 965 212 71
------- ------- -------- ------- ------- ------- -------
Income (loss) from continuing operations
before extraordinary items.............. 288 2,788 (17,836) 7,556 2,667 3,142 1,206
Loss from discontinued operations, net of
income tax benefits..................... -- (298) (7,292) (452) (150) -- --
------- ------- -------- ------- ------- ------- -------
Income (loss) before extraordinary
items................................... 288 2,490 (25,128) 7,104 2,517 3,142 1,206
Extraordinary items, net of income tax
benefits................................ -- -- (604)(4) -- (135)(5) (253)(6) --
------- ------- -------- ------- ------- ------- -------
Net income (loss)......................... $ 288 $ 2,490 $(25,732) $ 7,104 $ 2,382 $ 2,889 $ 1,206
======= ======= ======== ======= ======= ======= =======
Earnings (loss) per share -- Basic:
Income from continuing operations..... $ .01 $ .17 $ (.98) $ .57 $ .14 $ .11 $ .14
Loss from discontinued operations..... -- (.02) (.40) (.03) (.02) -- --
Extraordinary items................... -- -- (.03) -- (.01) (.04) --
------- ------- -------- ------- ------- ------- -------
Net earnings (loss) per
share -- Basic...................... $ .01 $ .15 $ (1.41) $ .54 $ .11 $ .07 $ .14
======= ======= ======== ======= ======= ======= =======
Shares used for computing per share
amounts -- Basic.................... 20,205 16,260 18,195 13,269 9,207 7,282 7,282
======= ======= ======== ======= ======= ======= =======
</TABLE>
29
<PAGE> 31
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED JUNE 30,
------------------ ----------------------------------------------------
1998 1997 1998 1997 1996 1995 1994
------- ------- -------- ------- ------- ------- -------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AND RATIO DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings (loss) per share -- Diluted:
Income from continuing operations..... $ .01 $ .17 $ (.98) $ .55 $ .14 $ .10 $ .13
Loss from discontinued operations..... -- (.02) (.40) (.03) (.02) -- --
Extraordinary items................... -- -- (.03) -- (.01) (.03) --
------- ------- -------- ------- ------- ------- -------
Net earnings (loss) per
share -- Diluted.................... $ .01 $ .15 $ (1.41) $ .52 $ .11 $ .07 $ .13
======= ======= ======== ======= ======= ======= =======
Shares used for computing per share
amounts -- Diluted.................. 20,573 16,625 18,195 13,558 9,479 7,818 7,818
======= ======= ======== ======= ======= ======= =======
OTHER FINANCIAL DATA:
Depreciation and amortization............. $ 2,028 $ 863 $ 4,942 $ 2,579 $ 1,638 $ 1,399 $ 1,467
EBITDA (7)................................ 5,074 5,019 (8,727) 13,672 6,586 6,827 4,839
Ratio of EBITDA to interest expense(7).... 1.9x 15.3x -- 9.0x 4.3x 3.2x 2.3x
Ratio of earnings to fixed charges(8)..... 1.1x 7.8x -- 5.1x 2.1x 1.7x 1.5x
Capital expenditures...................... $ 9,066 $ 5,095 $ 30,564 $18,095 $ 5,050 $ 1,530 $ 1,043
Cash flow from (used in) operations....... (15,586) (8,762) (15,854) (4,183) 1,326 4,464 1,403
Cash flow from (used in) investing
activities.............................. (16,982) (8,601) (89,601) (44,058) (8,125) (1,530) (1,043)
Cash flow from (used in) financing
activities.............................. 33,389 37,004 123,174 50,757 7,451 (2,567) (792)
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF JUNE 30,
SEPTEMBER 30, -----------------------------------------------------
1998 1998 1997 1996 1995 1994
------------- --------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and short-term
investments................................. $ 23,088 $ 22,267 $ 8,273 $ 1,682 $ 1,030 $ 663
Working capital (deficit)..................... 97,370 77,637 42,380 17,341 (870) (25)
Total assets.................................. 341,744 311,852 134,838 56,297 29,402 23,454
Total long-term debt.......................... 152,045 117,332 35,908 11,034 8,853 7,821
Total shareholders' equity (deficit).......... 155,010 154,120 66,032 26,594 (1,035) 1,165
</TABLE>
- ---------------
(1) On March 1, 1996, a former Venture shareholder, asserted a claim against
certain officers and directors of the Company, and subsequently against the
Company, seeking $3,600 in damages relating to the redemption of his Venture
shares prior to the Combination. On August 23, 1996, another former Venture
shareholder filed a similar claim against the Company and such officers and
directors seeking damages of $1,600. On November 29, 1996, the Company and
such officers and directors entered into a settlement of both claims for an
aggregate amount of $475. The pretax charge of $771 in fiscal 1997
represents the $475 settlement plus legal and other directly-related costs,
net of insurance recoveries.
(2) On October 27, 1995, several former Venture shareholders, whose shares were
redeemed in August 1995 (prior to the Combination), asserted a claim against
certain officers of the Company. On November 15, 1995, such officers entered
into a settlement agreement. Since the settlement resulted in a transfer of
personal shares held by such officers, there was no dilution of the
ownership interests of other shareholders of the Company. The settlement was
recorded as a noncash expense and an increase in paid-in capital of the
Company in December 1995.
(3) The fiscal year ended June 30, 1998, includes special charges related to the
purchase price allocation for Deposition Sciences Inc. ("DSI") of $18,220
for purchased in-process research and development. The special charges also
include $17,984 principally relating to the rationalization of the Company's
global power supply operations (a) the discontinuance of certain power
supply products at the Company's power supply facilities, (b) the write-down
of certain intangible and fixed assets and (c) charges related to the
consolidation and rationalization cost of distribution activities and of new
information systems and a reassessment of investments The amounts are
classified in the fiscal 1998 statement of operations as: cost of
sales -- $2,066; purchased in-process research and development -- $18,220;
and, special charges -- $15,918.
(4) In fiscal 1998, the Company incurred an extraordinary loss on the early
extinguishment of debt of $604. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
(5) In fiscal 1996, the Company incurred an extraordinary loss on the early
extinguishment of debt of $135. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
(6) In fiscal 1995, the Company incurred an extraordinary loss on the early
extinguishment of debt of $253.
(7) EBITDA is provided because it is a measure commonly used to evaluate a
company's ability to service its indebtedness. EBITDA is presented to
enhance the understanding of the Company's operating results and is not
intended to represent cash flows or results of operations in accordance with
GAAP for the periods indicated. EBITDA is not a measurement under GAAP and
is not necessarily comparable with similarly titled measures of other
companies. Net cash flows from operating, investing and financing activities
as determined using GAAP are also presented in Other Financial Data. In
fiscal 1998, EBITDA was inadequate to cover interest expense by $12,528.
(8) For purposes of calculating the unaudited ratio of earnings to fixed
charges, earnings consist of income (loss) from continuing operations before
provision for income taxes plus fixed charges. Fixed charges consist of
interest charges and amortization of debt issuance cost, whether expensed or
capitalized, and that portion of rental expense that is representative of
interest. In fiscal 1998, earnings were inadequate to cover fixed charge
requirements by $17,152. After giving effect to the transactions described
under "Unaudited Pro Forma Financial Data," earnings for fiscal 1998, would
be inadequate to cover fixed charge requirements by $18,775.
30
<PAGE> 32
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in connection with the Company's
Consolidated Financial Statements and Notes thereto included elsewhere in this
Prospectus.
GENERAL
The Company designs, manufactures and markets metal halide lighting
products, including materials, systems and components. Metal halide lighting is
currently used primarily in commercial and industrial applications such as
factories and warehouses, outdoor site and landscape lighting, sports facilities
and large retail spaces such as superstores. With its recent acquisition of DSI,
the Company also manufactures and markets turnkey deposition equipment to
produce thin film coatings for a variety of applications. Systems and components
and materials revenue is recognized when products are shipped, and production
equipment revenue is recognized under the percentage of completion method.
Consistent with the Company's strategy for new product introductions, the
Company invests substantial resources in research and development to engineer
materials and system components to be included in customers' specialized
lighting systems. Over the last three fiscal years, the Company has spent an
aggregate of $17.3 million on research and development, representing 5.7% of
aggregate net sales from continuing operations over that period. During the
three months ended September 30, 1998, the Company spent $3.7 million on
research and development, representing 7.4% of net sales for that period. Such
expenditures have enabled the Company to introduce new specialized products,
develop new applications for metal halide lighting and improve the quality of
its materials. The Company has spent additional amounts for manufacturing
process and efficiency enhancements, which were charged to cost of goods sold
when incurred. The Company expects to continue to make substantial expenditures
on research and development to enhance its position as the leading innovator in
the metal halide lighting industry.
The Company also has invested substantial resources in acquisitions and
strategic investments. Since December 31, 1997, the Company has acquired Ruud
Lighting and DSI and increased its equity investment in Fiberstars. From
February 11, 1997 to February 25, 1998, the Company's investment in notable
acquisitions and strategic investments aggregated approximately 3.6 million
shares of Common Stock and approximately $74.7 million in cash, plus certain
additional contingent amounts and shares. See "Background of the Company --
Recent Acquisitions and Strategic Investments" above and "-- Liquidity and
Capital Resources" below.
DISCONTINUED OPERATIONS, MICROSUN BUSINESS
In March 1998, the Company approved a plan to distribute to its
shareholders, as a tax-free spin-off transaction estimated to be completed by
December 31, 1998, all of the ownership of MicroSun, the subsidiary primarily
responsible for development, design, assembly and marketing of metal halide
portable fixtures for residential and hospitality uses. As a result, the
consolidated financial statements of ADLT were reclassified to reflect the
results of operations of MicroSun as a discontinued operation in accordance with
generally accepted accounting principles.
Because of the deterioration of the capital markets subsequent to June 30,
1998 and the Company's inability to raise capital necessary to spin-off the
MicroSun business, the Company has decided to wind-down and close the MicroSun
business. As a result, the Company has essentially terminated the production of
these portable fixtures and is working on selling the remaining inventory and
liquidating the remaining assets.
FUTURE STRATEGIC DIRECTION
The Company has begun to implement a plan resulting in changes to its
operations intended to accelerate and intensify the Company's focus on its metal
halide products and reduce its use of cash resources. This comes in response to
a reduction in the Company's revenues in the first quarter of fiscal 1999 as
compared to the fourth
31
<PAGE> 33
quarter of fiscal 1998 and due to economic conditions in general, especially
outside the United States. To implement this strategy, the Company has taken or
is taking the following actions:
- Limiting Pacific Rim Expansion. In recognition of the near-term effects of
the crisis in Asian capital markets, the Company modified its expansion
plans in the Pacific Rim and is acting to limit its exposure by limiting
further investment in its Pacific Rim ventures. The Company is also
considering installation in its Solon, Ohio facility up to three lamp
manufacturing equipment groups which were originally expected to be
shipped to Asia pursuant to equipment contracts with Pacific Rim
companies.
- Changing Global Lamp Manufacturing Strategy. The Company is revising its
current global lamp manufacturing strategy to reduce the overall cost of
its lamps, including consideration of moving some production to the
manufacturing facilities of foreign joint ventures. In addition, to reduce
costs related to its lamp production activities, the Company is
consolidating its Bellevue, Ohio specialty lamp manufacturing operations
into its Solon lamp manufacturing facility.
- Consolidating Marketing Operations in North America and Europe. The
Company is consolidating its marketing operations in Canada to eliminate
certain distribution channels and centers. Warehouses in Toronto and
Vancouver will be closed. OEM and plant growth sales channels will be
retained and serviced out of Solon, Ohio. Aftermarket lamp sales are
expected to be serviced through a distributor, which the Company is
currently seeking.
The Company is also restructuring its marketing operations in Europe and
the U.K. to make them more cost efficient. Sales offices in France, Italy
and Germany will be closed and future sales in those locations will be
handled by commissioned sales agents. Actions in the U.K. include
consolidation of locations and other related cost reduction activities.
- Accelerating Exit from Noncore Products Lines. The Company will eliminate
the remaining non-metal halide product lines being sold by its Canadian
operations. The Company is currently seeking a buyer for these product
lines and inventory.
- Consolidating Equipment Manufacturing Operation into Solon, Ohio
Facility. The Company's equipment manufacturing operation in Bellevue,
Ohio is being closed. Machinery, equipment and research and development
facilities necessary to allow the Company to continue manufacturing and
support of lamp production equipment, at reduced levels, is being moved to
the Company's Solon, Ohio facility. The Company has temporarily ceased the
manufacture and sale of turnkey lamp production equipment groups.
- Reducing Corporate Overhead. The Company was aggressively adding to its
corporate staff to support its aggressive growth goals. In light of its
focus on internal growth, instead of continued acquisitions and joint
ventures, the Company has reduced its corporate overhead, including a
significant reduction in corporate staff.
- Reducing Capital Expenditures. Previously announced plans to spend
approximately $20 million on capital expansion, primarily production
equipment, and approximately $14.5 million on facilities improvements in
fiscal 1999 have been substantially reduced. Capital expenditures for the
last three quarters of fiscal 1999 are estimated to be $12.0 million.
- Discontinuing MicroSun Business. The Company has essentially terminated
the production of metal halide portable fixtures (i.e., table and floor
lamps) and is working on selling the remaining inventory and liquidating
the remaining assets. Previously, the Company had approved a plan to
distribute to its shareholders, as a tax-free spinoff, all of the
ownership of Microsun Technologies, Inc., the subsidiary primarily
responsible for development, design, assembly and marketing of these
fixtures for hospitality and residential uses. However, because of the
deterioration of the capital markets subsequent to June 30, 1998 and the
Company's inability to raise capital necessary to spin off the MicroSun
business, the Company has decided to wind down and close this business.
32
<PAGE> 34
The Company anticipates recording pretax charges primarily in the second
quarter of fiscal 1999 ranging from $10 million to $21 million as a result of
implementing these changes.
FISCAL 1998 CHARGES
During fiscal 1998, the Company recorded special charges related to the
purchase price allocation for DSI and an assessment of the Company's global
power supply operations.
The Company completed the acquisition of DSI in January 1998. The special
charges include $18.2 million for purchased in-process research and development,
determined by an independent valuation, relating to the DSI acquisition.
The special charges also include $18.0 million principally relating to the
Company's decision to refocus and restructure its recently acquired global power
supply operations to focus on opportunities in metal halide. With the January
1998 acquisition of Ruud Lighting, the Company accelerated this rationalization
of its existing power supply manufacturing operations and distribution
activities in order to capitalize on new opportunities not previously available.
This assessment resulted in (a) the discontinuance of certain power supply
products at the Company's power supply facilities, (b) the write-down of certain
intangible and fixed assets and (c) a $2.1 million write-down of inventory which
is classified in cost of sales.
In addition, the charges cover the cost of consolidating distribution
activities and facilities, the write-down of assets in connection with the
implementation of new information systems and a reassessment of investments
resulting from a change in expansion strategy arising from the Ruud Lighting
acquisition.
The special charges were determined in accordance with formal plans
developed by the Company's management using the best information available to it
at the time and, subsequently approved by the Company's Board of Directors. The
amounts the Company may ultimately incur may change as the plans are executed.
Actions required by the plans are expected to be completed by June 30,
1999. As of September 30, 1998, cash outlays to complete the balance of the
Company's initiative to rationalize the Company's global power supply operations
are estimated to be approximately $200,000.
After an income tax benefit of $5.0 million, these special charges reduced
net income by $31.2 million, or $1.71 diluted earnings per share for fiscal
1998.
See the "Notes to Consolidated Financial Statements," included herein.
IN-PROCESS RESEARCH AND DEVELOPMENT
In connection with the purchase of DSI, the Company allocated $18.2 million
of the $25.4 million purchase price to in-process research and development
projects. This allocation represents the estimated fair value based on
risk-adjusted cash flows related to the incomplete research and development
projects. At the date of acquisition, the development of these projects had not
yet reached technological feasibility and had no alternative future uses.
Accordingly, these costs were expensed as of the acquisition date. DSI's
in-process research and development value is comprised of five primary research
and development programs. DSI had five major research and development programs
in progress at the time of the acquisition. The MicroDyn/Automation Project is
intended to improve the coating process of optical thin-films to both rigid and
flexible surfaces so that the process can be used in a wider array of
applications. The Plastics (Acrylic) Coating Project is designed to produce a
method for applying thin-film coatings to plastics or other similar materials
that cannot withstand the heat and pressure generated during the standard
coating process. The goal of the Deposition Material Development Project is to
develop new thin-film materials that can be used in coatings and to improve
existing coating materials. The Lighting Projects are intended to develop
improvements to existing lighting technologies by using coatings to improve
efficiency and increase the longevity of lamp life. The Fiber Optic Project is
intended to improve telecommunications by providing optical thin-film coatings
that are used in conjunction with optical fibers to increase the transmission
capacity of the fiber. These projects will involve between 19 and 33 people.
Completion of the first of these projects may occur in fiscal 1999 and the final
project is projected for completion in 2003. At
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<PAGE> 35
the acquisition date, programs ranged in completion from 15 to 40 percent and
the Company estimates the expenditures after the acquisition to complete these
projects to be approximately $7.0 million.
Remaining development efforts for these programs are highly complex and
include the development and advancement of the necessary physics and chemistry,
various stages of academic and computer simulation, prototype design and
testing, refinement, initial small-scale deployment, further refinement and
eventually full-scale market introduction. As such, the projects are generally
considered to have effective lives of three-to-five years during which time the
science, technology, and processes are researched, designed, developed, and
tested.
Certain projects within the in-process research and development programs
will, if successful, begin to bear results in 1999 and 2000, but will not be
fully complete for two to three years thereafter. Annual Company expenditures to
complete these projects included $0.8 million in fiscal 1998, and are estimated
at $2.4 million, $2.3 million, and $1.5 million in 1999 through 2001,
respectively. These estimates are subject to change, given the uncertainties of
the development process, and no assurance can be given that deviations from
these estimates will not occur. Additionally, even if successfully completed,
these projects will require maintenance research and development after they have
reached a state of technological and commercial feasibility. In addition to
usage of DSI's internal cash flows, the Company will likely provide a
substantial amount of funding to complete the DSI programs.
As evidenced by their continued support for these projects, management
believes the Company has a reasonable chance of successfully completing each of
the major research and development programs. However, there is substantial risk
associated with the completion of the projects and there is no steadfast
assurance that each will meet with either technological or commercial success.
An examination of DSI's research and development history revealed a variety of
projects which either failed outright or were substantially delayed in their
completion due to the Company's inability to attain a technologically feasible
project, technology and/or process. The delay or outright failure of the DSI
in-process research and development may materially impact the Company's
financial condition.
The value assigned to purchased in-process technology was determined by
estimating the costs to develop the purchased in-process technology into
commercially viable products, estimating the resulting net cash flows from the
projects and discounting the net cash flows to their present value. The revenue
projection used to value the in-process research and development is based on
estimates of relevant market sizes and growth factors, expected trends in
technology, and the nature and expected timing of new product introductions by
the Company and its competitors. Historically, DSI has generated revenues from
contract research and development arrangements (many in classified government
programs), whereas future revenue growth is highly dependent upon the in-
process projects resulting in commercially viable technologies which will allow
the Company to offer advanced products to various untapped markets.
In order to develop a valuation for the various DSI assets, the Company
developed revenue and expense projections. Revenue projections were based on
DSI's historical growth and comparable companies. Estimated revenue from DSI's
existing technologies is expected to nearly double in fiscal 1999, then begin a
rapid decline as the in-process technologies are completed and existing
processes and know-how continue to rapidly approach obsolescence. The estimated
revenues for the in-process projects peak in 2002 and then decline as other new
products and technologies are expected to enter the market.
Cost of sales were estimated based on DSI's historical results and
discussions with management regarding anticipated gross margin improvements. A
substantial gross margin improvement is expected in 1999 due to restructuring of
compensation to levels consistent with the Company's existing plan. General and
administrative expense was increased to reflect DSI's intention to maintain its
general and administrative spending, while substantially increasing its internal
level of research and development spending to complete its in-process projects.
The rates used to discount the net cash flows to their present value are
based on cost of capital calculations and several studies of investment rates of
return. Due to the nature of the forecast and the risks associated with the
projected growth, profitability and developmental projects, a discount rate of
35.0 percent was appropriate for the business enterprise, 30.0 percent for the
existing products and technology, and 37.5 to 40.0 percent for the in-
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<PAGE> 36
process research and development. These discount rates are commensurate with
DSI's corporate maturity; the uncertainties in the economic estimates described
above; the inherent uncertainty surrounding the successful development of the
purchased in-process technology; the useful life of such technology; the
profitability levels of such technology; and, the uncertainty of technological
advances that are unknown at this time.
The forecasts used by the Company in valuing in-process research and
development were based upon assumptions the Company believes to be reasonable
but which are inherently uncertain and unpredictable. The Company's assumptions
may be incomplete or inaccurate, and unanticipated events and circumstances are
likely to occur. For these reasons, actual results may vary from the projected
results.
RESULTS OF OPERATIONS
The following table sets forth, as a percentage of net sales, certain items
in the Company's Condensed Consolidated Statements of Operations for the
indicated period:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED JUNE 30,
-------------- -----------------------
1998 1997 1998 1997 1996
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Net sales.......................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Costs and expenses:
Cost of sales.................................... 58.9 57.9 58.2 53.4 53.4
Marketing and selling............................ 17.6 14.7 15.7 17.7 15.8
Research and development......................... 7.4 4.7 5.7 6.0 5.3
General and administrative....................... 8.6 7.4 6.6 8.3 11.3
Fiber optic joint venture formation cost......... -- 0.7 0.1 0.3 --
Purchased research and development............... -- -- 11.1 -- --
Special charges.................................. -- -- 9.7 -- --
Settlement of claim.............................. -- -- -- 0.9 5.0
Amortization of intangible assets................ 1.1 0.7 0.9 0.4 0.2
----- ----- ----- ----- -----
Income (loss) from operations...................... 6.4 13.9 (8.0) 13.0 9.1
Other income (expense):
Interest expense................................. (5.4) (1.1) (2.4) (1.8) (2.8)
Interest income.................................. 0.5 1.8 0.9 1.0 0.4
Loss from equity investment...................... (0.4) -- (0.3) -- --
----- ----- ----- ----- -----
Income (loss) from continuing operations before
income taxes and extraordinary charge............ 1.1 14.6 (9.8) 12.2 6.7
Income taxes....................................... 0.5 5.3 1.1 3.4 1.8
----- ----- ----- ----- -----
Income (loss) from continuing operations before
extraordinary charge............................. 0.6 9.3 (10.9) 8.8 4.9
Loss from discontinued operations, net of income
tax benefits..................................... -- (1.0) (4.4) (0.5) (0.3)
----- ----- ----- ----- -----
Income (loss) before extraordinary charge.......... 0.6 8.3 (15.3) 8.3 4.6
Extraordinary charge, net of income tax benefits... -- -- (0.4) -- (0.2)
----- ----- ----- ----- -----
Net income (loss).................................. 0.6% 8.3% (15.7)% 8.3% 4.4%
===== ===== ===== ===== =====
</TABLE>
- ---------------
The Company's revenues are driven by sales in the lighting market overall,
the penetration of metal halide lighting systems in new commercial and
industrial construction activities and the level of replacement sales serving
the installed base of metal halide fixtures and systems. The primary components
of the cost of sales are purchased materials, fixed and variable manufacturing
overhead (including depreciation of plant, property and equipment) and labor
production costs. Purchased materials include quartz used in lamp production as
well as packaging materials. Marketing and selling and general and
administrative expenses include costs related to
35
<PAGE> 37
developing, advertising, marketing and selling the Company's products, as well
as infrastructure costs for management and systems.
QUARTER ENDED SEPTEMBER 30, 1998 COMPARED WITH QUARTER ENDED SEPTEMBER 30, 1997
Net sales. Net sales increased 68.2% to $50.4 million for the first quarter
of fiscal 1999 from $29.9 million for the first quarter of fiscal 1998. The
increase in system components, materials, and systems ($20.0 million) was
primarily attributable to increased unit volume, including $17.5 million from
the Company's Ruud Lighting subsidiary, which was acquired on January 2, 1998.
The increase in equipment sales ($456,000) was primarily attributable to the
acquisition of Deposition Sciences, Inc., which was acquired on January 28,
1998.
Fiscal 1999 first quarter sales reflect continued growth in the sales and
earnings of the Company's core U.S. metal halide operations, which was offset by
reductions in overseas sales and in non-metal halide products. The Company
attributes the soft overseas market to the current international economic
environment. Sales of non-metal halide products, an area where the Company has
been strategically reducing its presence, also declined at a faster rate than
originally anticipated.
Cost of Sales. Cost of sales increased 71.0% to $29.6 million in the first
quarter of fiscal 1999 from $17.3 million in the first quarter of fiscal 1998.
The increase was primarily attributable to increased unit volume. As a
percentage of net sales, cost of sales increased to 58.9% in the first quarter
of fiscal 1999 from 57.9% in the first quarter of fiscal 1998.
Marketing and Selling Expenses. Marketing and selling expenses increased
100.6% to $8.9 million in the first quarter of fiscal 1999 from $4.4 million in
the first quarter of fiscal 1998. Marketing and selling expenses, as a
percentage of net sales, increased to 17.6% in the first quarter of fiscal 1999
from 14.7% in the first quarter of fiscal 1998. This increase is primarily a
result of increased expenses incurred in connection with the launch of the
Company's Pulse Start(TM) products.
Research and Development Expenses. Research and development expenses
increased 167.9% to $3.7 million in the first quarter of fiscal 1999 from $1.4
million in the first quarter of fiscal 1998. This increase arose from increased
spending for the: (i) expansion of the new line of Pulse Start(TM) lamps (with
improved energy efficiency, quicker starting and restarting and a more compact
arc source, which improves the light and reduces material costs) intended to
replace many first generation metal halide lamps in industrial and commercial
applications; (ii) development and testing of electronic power supply systems;
and (iii) development of new materials for the world's major lighting
manufacturers. As a percentage of net sales, research and development expenses
increased to 7.4% in the first quarter of fiscal 1999 from 4.7% in the first
quarter of fiscal 1998.
General and Administrative Expenses. General and administrative expenses
increased 95.2% to $4.3 million in the first quarter of fiscal 1999 from $2.2
million in the first quarter of fiscal 1998. As a percentage of net sales,
general and administrative expenses increased to 8.6% in the first quarter of
fiscal 1999 from 7.4% in the first quarter of fiscal 1998. The increase as a
percentage of net sales was primarily a result of the inability to cut back
expenses quickly enough in light of the slower than expected growth in sales
experienced in the first quarter.
Income from Operations. Income from operations in the first quarter of
fiscal 1999 decreased to $3.2 million from $4.2 million in the first quarter of
fiscal 1998. As a percentage of net sales, income from operations decreased to
6.4% in the first quarter of fiscal 1999 from 13.9% in the first quarter of
fiscal 1998.
Interest Expense. Interest expense increased to $2.7 million in the first
quarter of fiscal 1999 from $327,000 in the first quarter of fiscal 1998. This
increase resulted primarily from the higher average debt outstanding during the
first quarter of fiscal 1999 as compared to the first quarter of fiscal 1998.
Interest Income. Interest income decreased to $238,000 in the first quarter
of fiscal 1999 from $527,000 earned in the first quarter of fiscal 1998. This
decrease is attributable to lower average cash equivalents and short-term
investments in the first quarter of fiscal 1999 as compared to the first quarter
of fiscal 1998.
Loss from Equity Investment. The loss from equity investments represents
$53,000 of earnings from the Company's investment in Fiberstars, Inc., a
marketer and distributor of fiber optic lighting products, offset by a
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<PAGE> 38
$242,000 loss from the Company's investment in Venture Lighting Japan, a
manufacturer and marketer of metal halide lamps in Japan.
Income from Continuing Operations before Income Taxes. Income from
continuing operations during the first quarter of fiscal 1999 decreased to
$557,000 from $4.4 million during the first quarter of fiscal 1998. As a
percentage of net sales, income from continuing operations decreased to 1.1%
during the first quarter of fiscal 1999 from 14.6% during the first quarter of
fiscal 1998.
Income Taxes. Income tax expense decreased to $269,000 in the first quarter
of fiscal 1999 from $1.6 million in the first quarter of fiscal 1998. The
decrease was caused by reduced profitability in the first quarter of fiscal
1999. Excluding the loss from equity investments, the effective income tax rate
was 36% in the first quarters of both fiscal 1999 and fiscal 1998.
Loss from Discontinued Operations. In March 1998, the Company approved a
plan to distribute to its shareholders, as a tax-free spin-off transaction
estimated to be completed by December 31, 1998, all of the ownership of Microsun
Technologies, Inc., the subsidiary primarily responsible for development,
design, assembly and marketing of metal halide portable fixtures for residential
and hospitality uses. The loss from discontinued operations of $298,000 in the
first quarter of fiscal 1998 represents the total of Microsun's loss from
operations, net of tax benefits, in the first quarter of fiscal 1998. See
"Discontinued Operations, MicroSun Business."
FISCAL 1998 COMPARED WITH FISCAL 1997
Net sales. Net sales increased 91.4% to $163.9 million for the fiscal year
ended June 30, 1998 from $85.6 million for the fiscal year ended June 30, 1997.
The increase in system components, materials and systems ($72.4 million) was
primarily attributable to increased unit volume, including a $25.4 million
increase from the Company's power supply subsidiaries acquired in the second
half of fiscal 1997 and a $32.4 million increase from the Company's Ruud
Lighting subsidiary, which was acquired on January 2, 1998. The increase in
equipment sales ($5.9 million) resulted from an increase in equipment
contracts-in-progress, as compared with the number of contracts-in-progress
during fiscal 1997.
Cost of Sales. Cost of sales increased 108.6% to $95.3 million in fiscal
1998 from $45.7 million in fiscal 1997. As a percentage of net sales, cost of
sales increased to 58.2% for fiscal 1998 from 53.4% for fiscal 1997. Cost of
sales included a $2.1 million write-down of inventory related to the
rationalization of the Company's global power supply operations and the
elimination of certain nonfocus product lines. After excluding this write-down,
cost of sales increased 104.1% to $93.3 million, or 56.9% of net sales. The
increase was primarily attributable to increased unit volume, but also reflects
a change in the product mix, whereby lower-margin power supply products
represented a larger component of total sales in fiscal 1998.
Marketing and Selling Expenses. Marketing and selling expenses increased
69.8% to $25.7 million for fiscal 1998, compared with $15.2 million for fiscal
1997. Marketing and selling expenses, as a percentage of net sales, decreased to
15.7% during fiscal 1998, from 17.7% during fiscal 1997. This decrease as a
percentage of net sales reflects the leveraging of certain fixed marketing and
selling expenses as sales levels increase and relatively lower marketing
expenses associated with the sale of power supplies, partially offset by
increased expenses in connection with the launch of the Company's Pulse
Start(TM) products.
Research and Development Expenses. Research and development expenses
increased 82.8% to $9.3 million in fiscal 1998 from $5.1 million in fiscal 1997.
This increase arose from increased spending for the: (i) expansion of the line
of new lamps (with improved energy efficiency, quicker starting and restarting
and a more compact arc source, which improves the light and reduces material
costs) intended to replace many first generation metal halide lamps in
industrial and commercial applications; (ii) development and testing of
electronic power supply systems; and (iii) development of new materials for the
world's major lighting manufacturers. As a percentage of net sales, research and
development expenses decreased to 5.7% in fiscal 1998 from 6.0% in fiscal 1997.
General and Administrative Expenses. General and administrative expenses
increased 52.1% to $10.9 million in fiscal 1998 from $7.1 million in fiscal
1997. As a percentage of net sales, general and administrative
37
<PAGE> 39
expenses decreased to 6.6% in fiscal 1998 from 8.3% in fiscal 1997. The decrease
as a percentage of net sales primarily reflects a spending growth rate
considerably lower than sales increases through the leveraging of fixed costs as
sales levels increase.
Fiber Optic Joint Venture Formation Costs. On May 6, 1997, the Company
entered into a joint development agreement with Rohm and Haas Company ("Rohm and
Haas"), for the development of advanced fiber optic cable systems using metal
halide lamps. On December 31, 1997, the Company and Rohm and Haas completed a
series of agreements that resulted in the formation of Unison Fiber Optics
Lighting Systems LLC ("Unison"), a joint venture that focuses on the manufacture
and sale of fiber optic lighting systems to the worldwide lighting market. In
connection with this joint venture, the Company incurred $212,000 of formation
and development costs which was charged to operations during fiscal 1998, in
addition to $286,000 of such costs which were charged to operations during
fiscal 1997.
Purchased Research and Development. In connection with its acquisition of
DSI in January 1998, the Company acquired in-process research and development
valued at $18.2 million. In accordance with generally accepted accounting
principles, the entire amount has been recorded as an expense in fiscal 1998.
Special Charges. During the third quarter of fiscal 1998, the Company
recorded special charges related to the Company's decision to refocus and
restructure its recently acquired global power supply operations to focus on
opportunities in metal halide. With the January 1998 acquisition of Ruud
Lighting, Inc., the Company accelerated this rationalization of its existing
power supply manufacturing operations and distribution activities in order to
capitalize on new opportunities not previously available. This assessment
resulted in (a) the discontinuance of certain power supply products at the
Company's power supply facilities, (b) the write-down of certain intangible and
fixed assets and (c) a $2.1 million write-down of inventory which is classified
in cost of sales. Additionally, the special charges, which total $18.0 million
(including the $2.1 million write-down of inventory discussed above), cover the
elimination of certain nonfocus product lines, the cost of consolidating
distribution activities and facilities, the write-down of assets in connection
with the implementation of new information systems and a reassessment of
investments.
Settlement of Claim. During the second quarter of fiscal 1997, the Company
paid $475,000 in an out-of-court settlement of a claim brought by certain former
common shareholders of a predecessor of the Company. The charge of $771,000
($.06 per share) represents the $475,000 settlement plus legal and other
directly-related costs, net of insurance recoveries.
Income(Loss) from Operations. The Company incurred a loss from operations
of $13.2 million during fiscal 1998 as compared to income from operations of
$11.1 million during fiscal 1997. As discussed above in "Overview of Results of
Operations," excluding the special charges, purchased in-process research and
development, and nonrecurring charge for the settlement noted above, income from
operations for fiscal 1998 increased to $23.0 million, a 94.2% increase over the
income from operations of $11.9 million for fiscal 1997. As a percentage of net
sales, income from operations excluding these items increased to 14.1% in fiscal
1998 from 13.9% in fiscal 1997.
Interest Expense. Interest expense increased to $3.8 million during fiscal
1998 as compared to $1.5 million during fiscal 1997. This increase resulted
primarily from the higher average debt outstanding during fiscal 1998 as
compared to fiscal 1997.
Interest Income. Interest income increased to $1.4 million in fiscal 1998
as compared to $845,000 in fiscal 1997. This increase is attributable to higher
average cash equivalents and short-term investments during fiscal 1998 as
compared to fiscal 1997.
Loss from equity investments. Loss from equity investments for fiscal 1998
resulted from recognition of the Company's proportionate share of losses
recorded by equity investees accounted for by the equity method. There were no
comparable amounts in fiscal 1997.
Income (Loss) from Continuing Operations before Income Taxes and
Extraordinary Charge. The Company incurred a loss from continuing operations of
$16.0 million during fiscal 1998 as compared to income from continuing
operations of $10.4 million during fiscal 1997. Excluding the special charges,
purchased in-process
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<PAGE> 40
research and development, and nonrecurring charge for the settlement noted
above, income from continuing operations for fiscal 1998 increased to $20.2
million, a 80.2% increase over the income from continuing operations of $11.2
million for fiscal 1997. As a percentage of net sales, income from continuing
operations excluding these items decreased to 12.3% in fiscal 1998 from 13.1% in
fiscal 1997.
Income Taxes. The Company recorded income tax expense of $1.8 million for
fiscal 1998 as compared to $2.9 million for fiscal 1997. As a percentage of
income (loss) from continuing operations before income taxes and extraordinary
items, the effective income tax rate was 11.2% in fiscal 1998 as compared to
27.5% in fiscal 1997.
A number of items affect the comparability of the fiscal 1998 and fiscal
1997 effective tax rates. The most significant of these items in fiscal 1998 are
the nondeductibility of purchased research and development of $18.2 million and
certain of the Company's special charges, offset by research and development tax
credits. The most significant item reducing the effective tax rate in fiscal
1997 from the Company's statutory rate was the adjustment of deferred tax
liabilities, which reduced the Company's tax provision by $1.0 million. See Note
J to "Notes to Consolidated Financial Statements," included in Item 8, for
further information.
At June 30, 1998, the Company had United States net operating loss
carryforwards ("NOLs") for tax purposes of approximately $2.0 million to offset
future taxable income. The domestic NOLs expire in fiscal years 2008 through
2011. In addition, the Company had foreign tax loss carryforwards of $579,000
with various expiration dates.
Loss from Discontinued Operations. In March 1998, the Company approved a
plan to distribute to its shareholders all of the ownership of MicroSun, the
subsidiary primarily responsible for development, design, assembly and marketing
of metal halide portable fixtures for residential and hospitality uses, in a
spin-off transaction which is expected to be tax-free. The Company believes the
creation of two separate companies will enable the Company and MicroSun to
devote the resources necessary to develop their core strategies in pursuit of
their growth objectives. The loss from discontinued operations of $7.3 million
represents the total of MicroSun's loss from operations in fiscal 1998 and
estimated operating losses through the intended date of the spin-off. See
"Discontinued Operations, MicroSun Business."
Extraordinary Charge. The Company recorded a $604,000 extraordinary charge
(net of applicable income tax benefits of $311,000) in fiscal 1998, representing
costs associated with the early extinguishment of debt.
FISCAL 1997 COMPARED WITH FISCAL 1996
Net Sales. Net sales increased 56.8% to $85.6 million for the fiscal year
ended June 30, 1997 from $54.6 million for the fiscal year ended June 30, 1996.
This increase consisted of a $22.6 million increase in system components, a $6.3
million increase in production equipment, a $700,000 increase in systems, and a
$1.4 million increase in materials. The increase in systems components is
primarily the result of increased unit sales of the Company's core businesses
and the addition, during fiscal 1997, of the Company's newly-acquired power
supply businesses. The increase in systems and materials sales arose primarily
from increased unit volume, while the increase in equipment sales was
attributable to an increase in the number of equipment contracts in-progress for
the sale of production equipment, as compared with the contracts in-progress
during fiscal 1996.
Cost of Sales. Cost of sales increased 56.7% to $45.7 million in fiscal
1997 from $29.2 million in fiscal 1996, relatively consistent with the increase
in net sales. As a percentage of net sales, cost of sales was 53.4% for both
fiscal 1997 and 1996.
Marketing and Selling Expenses. Marketing and selling expense increased
75.2% to $15.2 million for fiscal 1997, compared with $8.7 million for fiscal
1996. Marketing and selling expense, as a percentage of net sales, increased to
17.7% during fiscal 1997, from 15.8% during fiscal 1996. The increase as a
percentage of net sales primarily reflects increased spending to develop new
domestic and foreign market opportunities.
Research and Development Expenses. Research and development expenses
increased 76.1% to $5.1 million in fiscal 1997 from $2.9 million in fiscal 1996.
As a percentage of net sales, research and development expenses increased to
6.0% in fiscal 1997 from 5.3% in fiscal 1996. The increased spending in this
vital area
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<PAGE> 41
reflected the Company's continued emphasis on the development of additional
commercial and industrial products, the introduction of new lamp types and metal
halide systems development.
General and Administrative Expenses. General and administrative expenses
increased 15.9% to $7.1 million in fiscal 1997 from $6.2 million in fiscal 1996.
As a percentage of net sales, general and administrative expenses decreased to
8.3% in fiscal 1997 from 11.2% in fiscal 1996. The decrease primarily reflects a
spending growth rate considerably lower than sales increases, achieved through
the leveraging of fixed costs as sales levels increase.
Settlement of Claims. During fiscal 1997, the Company paid $475,000 in an
out-of-court settlement of a claim brought by certain former common shareholders
of a predecessor of the Company. The charge of $771,000 ($.06 per share)
represents the $475,000 settlement plus legal and other directly-related costs,
net of insurance recoveries.
During fiscal 1996, a settlement agreement was entered into by certain
principal shareholders of the Company with former holders of preferred stock of
a subsidiary of the Company (the "Settlement"). Since the Settlement resulted in
a transfer of personal shares held by such shareholders, there was no dilution
of the ownership interest of the remaining shareholders of the Company. The
Settlement was recorded as a noncash expense in fiscal 1996 and an increase to
the Company's paid-in capital. This Settlement resulted in a noncash charge of
$2.7 million ($.29 per share).
Fiber Optic Joint Venture Formation Costs. In May 1997, the Company
entered into a joint development agreement with Rohm and Haas, for the
development of advanced fiber optic cable systems using metal halide lamps. The
Company negotiated with Rohm and Haas to form the Unison joint venture focused
on the manufacture and sale of fiber optic cable and illuminators and fiber
optic lighting systems. In connection with this proposed joint venture, the
Company incurred $286,000 of formation and preoperating costs which was charged
to operations during fiscal 1997.
Income from Operations. Income from operations during fiscal 1997
increased to $11.1 million from $4.9 million during fiscal 1996. As discussed
above, excluding the nonrecurring charges for the settlements noted above,
income from operations for fiscal 1997 would have increased to $11.9 million, a
54.5% increase over the income from operations of $7.7 million that would have
been reported for fiscal 1996. As a percentage of net sales, income from
operations before the nonrecurring charges would have decreased to 13.9% in
fiscal 1997 from 14.1% in fiscal 1996.
Interest Income. Interest income increased to $845,000 in fiscal 1997, as
compared to $232,000 in fiscal 1996. This increase is attributable to the
short-term investments and cash equivalents arising from the availability of the
net proceeds of the Common Stock offering completed during July 1996.
Income Taxes. Income tax expense increased to $2.9 million for fiscal 1997
from $1.0 million during the preceding year. The increase was caused by
increased profitability in fiscal 1997 and by the utilization of lesser amounts
of net operating loss carryforwards ("NOLs") in 1997, compared with the
utilization of NOLs in fiscal 1996. At June 30, 1997, the Company had United
States NOLs for tax purposes of approximately $4.5 million to offset future
taxable income. These NOLs expire in the fiscal years 2006 through 2011.
Extraordinary Charge. The Company recorded an extraordinary charge in
fiscal 1996 of $135,000 (net of applicable income tax benefits of $91,000),
representing costs associated with the early extinguishment of debt.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal financial requirements are for developing
manufacturing equipment, market development activities, research and development
efforts, investments in business acquisitions, joint ventures and working
capital. These requirements have been, and the Company expects they will
continue to be, financed through a combination of cash flow from operations,
borrowings under various credit facilities and the sale of Common Stock.
40
<PAGE> 42
Net cash (used in) provided by operating activities. Net cash used in
operating activities totaled $15.6 million in the first quarter of fiscal 1999
as compared to $8.8 million in the first quarter of fiscal 1998 ($15.9 million
in fiscal 1998 as compared to $4.2 million in fiscal 1997).
Trade receivables in the first quarter of fiscal 1999 increased $6.1
million and inventories increased $4.5 million, excluding those acquired through
the purchase of businesses. The increase in receivables includes an increase of
approximately $2.3 million in accounts receivable related to production
equipment contracts. The production equipment under these contracts may be
retained for use by the Company. See "Future Strategic Direction." Production
equipment contracts affect cash flow because production equipment revenues are
recognized under the percentage of completion method of accounting while cash
payments are received in accordance with contract terms. The remaining increase
in receivables resulted from an increase in days sales outstanding as compared
to the fourth quarter of fiscal 1998.
Inventory also increased as a result of the Company's efforts to introduce
new products which are accepted slowly into the marketplace, but must be
initially stocked. Inventory levels across the Company increased as a result of
the Company's efforts to improve customer service levels, e.g., minimizing
out-of-stock items. Efforts were concentrated at units abroad where shipping
time to distribution centers causes longer delays in the shipping process.
Net cash used in investment activities. Capital expenditures, primarily for
production equipment and leasehold and facility improvements, totaled $9.1
million in the first quarter of fiscal 1999 as compared to $5.1 million in the
first quarter of fiscal 1998 ($30.6 million in fiscal 1998 as compared to $18.1
million in fiscal 1997). Capital expenditures for production equipment related
to additional machinery and equipment to improve production processes, resulting
in increased productivity and capacity in the production of lamps, power
supplies and other lighting system products. In March 1998 the Company purchased
its existing Solon, Ohio facility for a purchase price of $7.8 million,
including the assumption of an existing mortgage in the amount of approximately
$4.8 million.
The Company has modified its current growth and capital expansion plans due
to the changes in the business environment. Specifically, the Company intends to
limit its capital expenditures for at least the next twelve months. As a result,
the Company has postponed certain capital equipment and facilities expenditures
until economic conditions and the market for metal halide products significantly
improves.
To expand the Company's ability to develop and market new metal halide
products and systems, the Company has made a number of acquisitions and
strategic investments, the most notable of which, completed in fiscal 1998, are
described below.
On January 28, 1998, the Company completed the acquisition of Deposition
Sciences, Inc. ("DSI"), of Santa Rosa, California. DSI is a leader in the
development of sophisticated thin film deposition systems and coatings for
lighting applications, with particular emphasis on coatings for metal halide
lighting systems, and other applications, including aerospace, defense and
automotive applications. The stock of DSI was acquired in a privately-negotiated
transaction. The purchase price consisted of 599,717 shares of the Company's
Common Stock and approximately $14.5 million in cash.
On January 2, 1998, the Company acquired all of the capital stock
outstanding of Ruud Lighting (the "Ruud Stock"), located in Racine, Wisconsin.
Ruud Lighting manufactures and directly markets HID lighting systems,
principally focusing on metal halide installations for commercial, industrial
and outdoor lighting applications. The Ruud Stock was acquired from the five
shareholders of Ruud Lighting in a privately negotiated purchase transaction.
The purchase price for the Ruud Stock consisted of three million shares of the
Company's Common Stock and approximately $35.5 million in cash.
Net cash used in financing activities. On January 2, 1998, the Company
replaced the Loan Agreement and other borrowings in North America with the
Credit Facility. Proceeds from this facility were used to finance the $35.5
million cash portion of the Ruud Lighting acquisition and the $14.5 million cash
portion of the Deposition Sciences acquisition. Proceeds were also used to repay
$19.2 million of existing and outstanding North American bank borrowings of the
Company, Ruud Lighting and DSI. The Company may need to amend or replace the
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<PAGE> 43
Credit Facility prior to its maturity on December 31, 2000. The Company is
currently discussing an amendment to the Credit Facility with the lenders and
the administrative agent.
On March 13, 1998, the Company sold $100 million of 8% Senior Notes due
March 15, 2008, resulting in net proceeds of $96.2 million. Approximately $76.3
million of the net proceeds of the Senior Notes were used to repay amounts
outstanding under the Credit Facility, thereby lengthening the average term of
the Company's debt, most of which had been incurred to finance the acquisitions
of Ruud Lighting and DSI. From September 14, 1998 until completion of a
registered exchange offer to existing noteholders, the Senior Notes bear
interest at 8.5%. The offer is expected to be completed within 45 days following
effectiveness of the Company's related registration statement.
On October 8, 1998, the Company made a $9.0 million loan to Wayne R.
Hellman. See "Certain Transactions."
Ability to advance future operations. The Company's working capital
(current assets less current liabilities) at September 30, 1998 was $97.4
million, resulting in a working capital ratio of current assets to current
liabilities of 4.1 to 1.0, as compared to $77.6 million or 3.1 to 1.0 at June
30, 1998. As of September 30, 1998, the Company had approximately $23.0 million
in cash and cash equivalents and short-term investments and had $12.6 million
available to it under its Credit Facility. See "Description of Certain
Indebtedness."
The Company believes that the acquisition of Ruud Lighting will favorably
impact its cash flow from operations, as Ruud Lighting has historically achieved
significant positive cash flows from its operations. In addition, the Company
intends to implement a number of cost reduction and cash flow enhancement
initiatives including consolidation of equipment and lamp-making operations,
reductions in facilities expenditures, consolidation of international
operations, reduction of corporate expenses, and workforce reductions. See
"Future Strategic Direction."
The Company believes that the combination of its anticipated cash flows
from Ruud Lighting's operations, available cash, current borrowing facilities
and the initiatives outlined above will enable the Company to fund its
operations for at least the next 12 months. However, it is the Company's
intention to avail itself of appropriate financing alternatives to ensure that
growth opportunities, including those arising from acquisitions and additional
investments in existing relationships, are realized. If the Company engages in
significant acquisition or strategic investment activity in the near to medium
term, it may need to obtain additional capital.
The Company is re-evaluating its international joint ventures and the
related equipment sales due to the serious economic difficulties facing the
Pacific Rim region. As a result, the Company may divert this manufacturing
equipment to the Company's Solon, Ohio factory, for the purpose of increasing
productivity and delaying the need for substantial capital expenditures for
approximately three years. Although total capital expenditures for the last
three quarters of fiscal 1999 are estimated to be $12.0 million, the Company
estimates its maintenance level for capital expenditures will approximate $7.5
million over the next twelve months. Future capital expenditures beyond this
level will be discretionary, as the Company presently has sufficient capacities
to support several years of sales growth at its historical rates.
MARKET RISK DISCLOSURES
Market Risk Disclosures. The following discussion about the Company's
market risk disclosures involves forward looking statements. Actual results
could differ materially from those projected in the forward looking statements.
The Company is exposed to market risk related to changes in interest rates and
foreign currency exchange rates. The Company does not use derivative financial
instruments for speculative or trading purposes.
Interest Rate Sensitivity. The following table provides information about
the Company's debt obligations and financial instruments that are sensitive to
changes in interest rates. For debt obligations, the table presents principle
cash flows and related weighted-average interest rates by expected maturity
dates or applicable floating
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<PAGE> 44
rate index. For interest rate swaps, the table presents notional amounts and
weighted-average interest rates by contractual maturity dates.
<TABLE>
<CAPTION>
JUNE 30, FAIR VALUE
---------------------------------------------------------------- JUNE 30,
1999 2000 2001 2002 2003 THEREAFTER TOTAL 1998
(DOLLARS IN MILLIONS) ------------ ------------ ------------ -------- -------- ---------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Liabilities
Long-term Debt,
including Current
Portion
Fixed Rate: $ .8 $ 3.7 $ .7 $ .5 $ .3 $ 105.0 $111.0 $111.0
Average Interest
Rate: 7.9% 8.1% 8.1% 8.1% 8.1% 8.1%
Variable Rate: $ 1.1 $ 4.1 $ 2.0 -- -- -- $ 7.2 $ 7.2
Average Interest
Rate: LIBOR, plus LIBOR, plus LIBOR, plus -- -- --
1.0% to 2.3% 1.0% to 2.3% 1.0% to 2.3%
Interest Rate Derivative
Financial Instruments
Related to Debt
Interest Rate Swaps
Pay fixed, notional
amount -- -- $ 25.0 -- $ 25.0 -- $ 50.0 $ --
Average Pay Rate 6.5% 6.5% 6.5% 6.5% 6.5% --
Average Receive
Rate LIBOR+.8% LIBOR+.8% LIBOR+.8% LIBOR+.8% LIBOR+.8%
</TABLE>
The Company is obligated under its Credit Facility to limit its exposure to
fluctuating interest rates for a minimum of $35.0 million. During fiscal 1998,
the Company entered into two interest rate swaps with notional amounts of $25.0
million each, as set forth in the table above. The notional amounts are used to
calculate the contractual cash flow to be exchanged and do not represent
exposure to credit loss. If these agreements were settled at June 30, 1998, the
Company would receive approximately $5,000.
Foreign Currency Exchange Risk. The Company currently does not hedge its
foreign currency exposure and, therefore, has not entered into any forward
foreign exchange contracts to hedge foreign currency transactions.
The Company has operations outside the United States with foreign-currency
denominated assets and liabilities, primarily denominated in pounds sterling,
Australian dollars, and Canadian dollars. Because the Company has
foreign-currency denominated assets and liabilities, financial exposure may
result, primarily from the timing of transactions and the movement of exchange
rates. The unhedged foreign currency balance sheet exposures as of June 30, 1998
are not expected to result in a significant impact on earnings or cash flows.
Revenues from customers outside the United States represented approximately
48% of net sales during fiscal 1998. As the Company has expanded its
international operations, its sales and expenses denominated in foreign
currencies have expanded and that trend is expected to continue. Thus, certain
sales and expenses have been, and are expected to be subject to the effect of
foreign currency fluctuations and these fluctuations may have an impact on
margins.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board issued FAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information". The
statement requires a "management" approach to reporting financial and
descriptive information about a Company's operating segments. The Company must
adopt this statement in the annual financial statements for fiscal 1999, however
FAS No. 131 need not be applied to interim financial statements in the initial
year of application. Management is currently studying the potential effect of
adopting this statement.
In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up
Activities." SOP 98-5 provides authoritative guidance on accounting for and
financial reporting of start-up costs and organization costs. The Company is
required to adopt the SOP on July 1, 1999 and, upon adoption, expense all
previously capitalized start-up costs and organization costs as a cumulative
effect of a change in accounting principle. Management is reviewing its
capitalization policies and
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<PAGE> 45
determining the impact that the adoption of this SOP is expected to have on its
consolidated results of operations and financial position. At September 30,
1998, the Company estimates that it had approximately $2.6 million of start-up
costs included in its consolidated balance sheet.
YEAR 2000 COMPLIANCE
State of Readiness. During the past two fiscal years, the Company has been
actively involved in finding and correcting the Year 2000 problems within its
information technology structure. The information system correction process is
essentially complete. The Company maintains its critical information technology
systems in close cooperation with its suppliers. The Company is not currently
operating any legacy systems which are no longer being supported by the original
supplier.
The most critical non-information technology systems, such as robots and
other numerically controlled equipment, are relatively new and are being
upgraded and maintained with the help of the Company's various suppliers. To
date, the Company's investigation of these systems has not revealed any Year
2000 problems; however, investigation in this area continues.
Each operating unit's purchasing and production control departments are in
the process of analyzing the unit's key third-party dependencies and working
with each of these key suppliers to determine the suppliers' Year 2000 status.
Since the Company's key suppliers are in the process of conducting similar
investigations with their key suppliers, and so on, the Company has had limited
success in obtaining reliable Year 2000 compliance certifications.
Costs. The Company has had only limited expenditures related to Year 2000
issues, consisting principally of personnel costs incurred in the scope of
normal operations. In addition, software replacements and upgrades in the
ordinary course of business have enhanced the Company's Year 2000 readiness
without incremental costs. The Company does not anticipate that the future Year
2000 costs related to information technology that are beyond the scope of normal
operations will be significant.
The Company is in the process of developing contingency plans to protect it
from Year 2000 failures. These plans will likely result in some expenditures,
primarily increased inventory costs to assure adequate supplies, the exact
amount of which is not known at this time.
Risks. In the early weeks of 2000, the Company may experience some random
supply chain disruptions that may affect its ability to produce and distribute
key products. These disruptions will be material if the U.S. experiences
significant interruptions in basic services, such as the electric power grid,
telephone service or the banking system.
Contingency Plans. The Company, through its various purchasing and
production control departments, is in the early stages of developing contingency
plans at each of its worldwide operations. These plans will be particularly
focused on preparing the operation for the inability of key third-party
suppliers to perform their normal functions. Of critical importance will be the
development of alternative suppliers, the enhancements of on-hand materials and
the augmentation of our most critical finished goods.
Completion. Based on management's assessment of current progress, the
Company believes it will complete necessary Year 2000 modifications and
contingency plans by mid-1999. The Company can give no assurance that the
Company's Year 2000 preparations will prevent disruptions in its business
resulting from Year 2000 problems of the Company, its suppliers or its customers
or that the costs to the Company of its preparations or any disruptions will not
be material.
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<PAGE> 46
BUSINESS
The Company is an innovation-driven designer, manufacturer and marketer of
metal halide lighting products. Metal halide lighting combines superior energy
efficient illumination with long life, excellent color rendition and compact
lamp size. The Company has integrated vertically to design, manufacture and
market a broad range of metal halide products, including materials used in the
production of lamps and lamps and other components for lighting systems, as well
as complete metal halide lighting systems. The Company's materials and
components are used in the manufacture of its own lighting systems for sale to
end-users and are sold to third party manufacturers for use in the production of
their metal halide products. The vertical integration of the Company's approach
to its products is illustrated below:
METAL HALIDE INTEGRATION CHART
Metal Halide Products
Vertical Integration from Materials through Systems
<TABLE>
<CAPTION>
Products for Products for Innovative Products
Manufacturers End Users for End Users
<S> <C> <C> <C>
|----------------|-----(arrowhead) ----------------
| MATERIALS | | Metal Halide|
| LAMPS | | Systems |
| POWER SUPPLIES | | Produced by |-----------
| CONTROLS | | the Company | |
|OPTICS/COATINGS | -------------- | ------------------
| |--------------------------------------------|-----(arrowhead) | New Applications |
| | Replacement Parts Sold to End Users (arrowhead) | -Fiber Optics |
---------------- ------------------------(arrowhead) ---------------- | -Residential |
| ------------------------ | Commercial/ | | -Headlights |
| | Metal Halide Systems | | Industrial/ | | -Projection TV |
|-----(arrowhead) | Produced by | | Outdoor | ------------------
| Third Parties | | Applications |
---------------------- ----------------
| (arrowhead)
| |
------------------------
</TABLE>
Invented approximately 35 years ago, metal halide is the newest of all
major lighting technologies and can produce the closest simulation to sunlight
of any available lighting technology. A 100 watt metal halide lamp, which is
approximately the same size as a household incandescent lamp, produces as much
light as five 100 watt incandescent lamps and as much as three 34 watt, four
foot long fluorescent lamps. Metal halide lighting is currently used in
commercial and industrial applications such as factories and warehouses, outdoor
site and landscape lighting, sports facilities and large retail spaces such as
superstores. Due to metal halide's superior lighting characteristics, the
Company believes many opportunities exist to "metal halidize" applications
currently dominated by older technologies, incandescent and fluorescent. For
example, metal halide lighting has recently been introduced in fiber optic,
projection television and automotive headlamp applications and the Company has
introduced a line of portable metal halide fixtures. The Company believes that
applications for metal halide lamps will continue to increase as metal halide
systems become more widely known and available.
Management believes the Company is the only designer and manufacturer in
the world focused primarily on metal halide lighting. As a result of this unique
focus, the Company has developed substantial expertise in all aspects of this
industry. The Company believes that this focus enhances its responsiveness to
customer demand and has contributed to its technologically advanced metal halide
product development and manufacturing capabilities. The Company believes it
supplies 100% of the metal halide salts used in domestic metal halide lamp
production and in excess of 80% of those used worldwide. It is also a leading
domestic producer of other metal halide materials. The Company currently markets
over 240 specialty and 40 standard-type metal halide lamps, giving it the most
diverse product line of any metal halide lamp manufacturer. In addition, the
Company offers components such as more than 400 power supply products for metal
halide and other HID lamp systems and produces metal halide systems, which
consist of a lamp, power supply and related electronic controls and switches and
other necessary components. Since the Company's initial public offering in
December 1995, the Company has expanded into additional metal halide system
components products, primarily through acquisitions, and now offers more than
400 magnetic and electronic power supply products. In addition, through the Ruud
Lighting acquisition, the Company has become a leading manufacturer and marketer
of metal halide fixtures for commercial and industrial markets.
As part of the Company's cash flow management, the Company has temporarily
ceased the manufacture and sale of turnkey lamp production equipment groups. The
Company's Lighting Resources International unit formerly manufactured and sold
these equipment groups into international markets. Such equipment groups have
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<PAGE> 47
been sold to existing lamp manufacturers or to joint ventures formed by the
Company in developing markets. Through the sale of lamp production equipment,
the Company generated revenue from the initial sale of its production equipment
and recurring sales of the materials used in lamp production. The Company plans
to consolidate equipment and personnel necessary to support the technical needs
of the Company and its equipment customers. The Company's DSI subsidiary
designs, manufactures and markets equipment capable of depositing thin film and
coatings on glass and other surfaces. The Company also manufactures and sells
photometric measuring equipment.
International sales aggregated $78.8 million (48% of net sales) for fiscal
1998, $41.0 million (47% of net sales) for fiscal 1997, and $16.3 million (30%
of net sales) for fiscal 1996.
The Company has begun to leverage this broad knowledge base and ability to
supply additional system components to design and produce metal halide lighting
systems for new applications.
LIGHTING TECHNOLOGY
Background
Light is radiant energy that provides the ability to see detail and color
and can be used to highlight form, color and texture, provide atmosphere and
enhance safety and security. The quantity of light, measured in lumens,
generated by a light source can differ significantly from the quantity that
reaches the intended area. Lighting quality is determined by characteristics
such as color of light and color rendition. Color rendition is a qualitative
measure of how accurately a light source allows an object's actual color to be
viewed.
The lifetime cost of a lighting system is composed of the cost of the
original lamp and fixture, replacement lamps, related labor costs, and the cost
of energy to power the system. Energy costs typically represent more than 80% of
a lighting system's total lifetime cost. The Company believes that the principal
lighting design considerations for industrial and commercial buildings, outdoor
space and residences are total system costs, up front costs and the quality of
light produced.
There are three primary types of lighting technology: incandescent,
fluorescent and HID, which includes metal halide. Each of these lighting
technologies offers certain characteristics (such as energy efficiency, color
rendition, range of color, average life, lamp size and ability to deliver
substantial amounts of light to a focused area) that makes it suited for
particular applications.
The Older Lighting Technologies -- Incandescent and Fluorescent
Incandescent. The oldest and most common lighting technology,
incandescent, was first introduced approximately 110 years ago. Incandescent
lamps have the largest installed base, primarily residential and retail, and,
due to their design versatility, over 1,000 different types of incandescent
lamps are presently available. As a result of the continued introduction of new
incandescent products, such as halogen, and the increase in the number of new
residences, domestic sales of incandescent lamps grew approximately 6% in 1997.
Incandescent lamps represented approximately 48% of the domestic lamp market in
1997.
Incandescent light is produced by the flow of electric current through a
wire or filament. Incandescent lamps produce a yellowish light. Incandescent
lamps offer the advantages of low initial cost, good color rendition,
versatility and the ability to deliver substantial amounts of light to a focused
area. Incandescent lamps have the shortest life (750 to 2,000 hours), are the
least energy efficient (15 to 30 lumens per watt) and generally have the highest
lifetime system cost of any lighting technology.
Developed in 1959, halogen incandescent lighting was first broadly
introduced in automotive headlights in Europe. As a result of its aggressive
introduction into the residential market in the early 1980's, halogen lighting
has been the fastest growing technology in the incandescent lighting segment for
more than a decade. Halogen's wide acceptance is primarily a result of its
"whiter" light, small size and greater light levels (through increased
wattages). These advantages, however, are accompanied by a number of
disadvantages. Halogen lamps, as with all incandescent lamps, are extremely
inefficient and convert most of the energy they consume into heat.
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<PAGE> 48
Fluorescent. Fluorescent lamps were first introduced in 1935, and have
become the standard interior light source for office buildings, retail stores
and certain industrial applications. Today, over 400 different fluorescent lamp
types are available. In 1997, domestic sales of fluorescent lamps grew
approximately 4%. Fluorescent lamps represented approximately 39% of the
domestic lamp market in 1997.
Fluorescent lamps produce light when the discharge from an electrically
excited low pressure mercury vapor interacts with a phosphor powder coating on
the inside surface of the lamp. Unlike incandescent lamps, fluorescent lamps
require a power supply device used to regulate electrical current. Fluorescent
lamps produce a white light, but one that is often described as flat or
unnatural. Fluorescent lamps offer instant light, good color rendition, improved
life and efficiency as compared to incandescent lamps (10,000 to 20,000 hours
life and 80 to 90 lumens per watt) and moderate initial cost. Light output
decreases if the ambient temperature in the area in which a fluorescent lamp is
installed declines, making fluorescent lighting impractical for many outdoor
uses. Traditional fluorescent lamps are much larger than incandescent lamps,
making it difficult to deliver substantial amounts of light to a focused area.
The most recent fluorescent technology is compact fluorescent lamps
("CFLs"). CFLs are available in much smaller bulb sizes than traditional
fluorescent lamps, increasing the number of applications for fluorescent lamps.
CFLs were first introduced to the commercial market approximately ten years ago
and, as energy awareness has increased, they have penetrated the residential
market. CFLs have light outputs equivalent to incandescent lamps ranging from 15
to 100 watts. Although CFLs cost more than standard incandescent lamps, this
initial cost is offset in most applications by energy savings and longer life.
The Newer Lighting Technology -- High-Intensity Discharge
General. An HID lamp produces light from a gaseous arc discharge, caused
by electrical excitation of certain chemicals (or "doses") in the lamp. The
gases and doses in an HID lamp are contained in an arc tube under high pressure.
A wide array of lighting effects can be obtained by varying the doses. HID lamps
are not affected by ambient temperatures. HID lamps require a power supply to
regulate electrical current, a warm-up period to reach full brightness and a
cool-down period before restart. HID light sources include mercury, high
pressure sodium ("HPS") and metal halide.
Mercury was the first HID lamp developed, but is used infrequently today
because it is the least efficient HID lamp. The primary use of mercury lamps
today is outdoor lighting in areas where there is a preference for white light
over the yellow light produced by HPS lamps. In 1997, domestic sales of mercury
lamps decreased approximately 9%. Mercury HID lamps have an energy efficiency
ranging from 40 to 60 lumens per watt and have a life of approximately 16,000 to
24,000 hours. In 1997, mercury lamps represented approximately 1% of the
domestic lamp market. HPS lamps produce a yellow light that provides poor color
rendition, making HPS lamps a less desirable choice than metal halide lamps for
most applications. As a result, HPS lamps are primarily used in roadway lighting
and, to a lesser extent, outdoor flood lighting, warehouses and factories. In
1997, domestic sales of HPS lamps increased 3%, primarily as a result of
increases in the amount of lighted roadway. HPS lamps have the longest life
(24,000 hours) and the highest energy efficiency (100 to 140 lumens per watt) of
any lighting technology. In 1997, HPS lamps represented approximately 5% of the
domestic lamp market.
Metal Halide Lamps. Metal halide products were first developed
approximately 35 years ago and are used most commonly in commercial and
industrial applications such as factories and warehouses, large public spaces
such as convention centers and airports, outdoor site and landscape lighting,
sports facilities and large retail spaces such as superstores. As a result of
technological improvements in wattage, life and color consistency and the
subsequent introduction of new products, metal halide lamps have become
available for a wide range of applications. The primary factor in increasing
applications for metal halide lighting has been the development of new lamps in
a wide variety of sizes and wattages. Metal halide lighting has recently been
introduced in fiber optic, projection television and automotive headlamp
applications. Since 1993, domestic sales of metal halide lamps have grown at a
compound annual growth rate of approximately 15%, and sales increased
approximately 8% in 1996 and 14% in 1997, making metal halide the fastest
growing lighting technology available. In 1997, metal halide lamp sales
accounted for approximately 7% of the domestic lamp market.
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<PAGE> 49
Metal halide lamps provide excellent color rendition, long life (10,000 to
20,000 hours) and very high efficiency (70 to 110 lumens per watt) making them
the best choice for many applications. Metal halide lamps typically have higher
initial costs than either incandescent or fluorescents, but these costs are more
than offset in most applications by energy savings and long life as well as by
the need to install fewer fixtures to achieve the same illumination as competing
technologies. Metal halide lamps, like all HID and fluorescent lamps, require a
power supply to regulate electric current. However, metal halide systems require
a more technologically advanced power supply than fluorescent systems.
Metal halide lighting can produce the closest simulation to sunlight of all
available light sources, enhancing the sense of user comfort and well being and
improving productivity. A single metal halide lamp produces approximately five
times as much light as an incandescent lamp of the same wattage. The compact
size of metal halide lamps allows delivery of substantial amounts of light to a
focused area. These characteristics offer greater options in illumination
levels, lighting design and system cost as well as significant energy savings.
While the Company believes that incandescent and fluorescent technologies will
continue to be used in most of their current applications, the characteristics
of metal halide lighting make it more effective for a variety of such
applications.
Metal halide lamps are capable of producing a wide variety of lighting
effects. The color of light produced by a metal halide lamp is dependent on the
metal halide salts contained in the arc tube. By varying the metal halide salts,
different effects may be achieved. Similarly, varying the size, shape and
wattage of the lamp make it possible to change the lighting effect and the
applications for which the lamp is used. Although these changes result in lamps
very similar in appearance, many of these lamps are very difficult to engineer.
For instance, scaling down a 400 watt lamp in size and wattage requires
significant technological changes to maintain the same level of energy
efficiency. Primarily as a result of these technological difficulties, the
Company believes that only approximately 60 companies worldwide manufacture
metal halide lamps as compared to thousands that manufacture incandescent lamps
and hundreds that manufacture fluorescent lamps.
LIGHTING INDUSTRY
Opportunities in Metal Halide
The Company currently produces metal halide lighting products for
commercial, industrial and residential applications. Until recently, metal
halide technology served primarily the industrial and outdoor sectors, which
represented approximately 32% of U.S. lighting fixture sales in 1997 (source:
Economic Industry Reports, Inc. from the U.S. Department of Commerce). However,
with the miniaturization of metal halide lamps and fixtures and the recognition
of the benefits of metal halide technology, including improved light color,
energy efficiency, lower operating temperature and safety of metal halide
products relative to other technologies, significant opportunities for growth
exist. Key factors driving growth in the metal halide industry include:
Demand for Specialized Lamps. The demand for specialized metal halide lamps
has increased as the Company's OEM and lighting agent customers have recognized
the benefits associated with using specialized metal halide products. While the
lighting industry is dominated by GE, Philips and Sylvania, each of these
companies has traditionally focused on the larger incandescent and fluorescent
market and has generally limited its production of metal halide lamps to those
found in the most common commercial and industrial applications. Although these
standard-type metal halide lamps represent a substantial majority of total metal
halide lamp sales, they do not afford the OEM or lighting agent complete
flexibility in designing lighting contract bids. For example, a lighting agent
may attempt to differentiate its bid by designing a lighting solution which
incorporates a specialized metal halide lamp to reduce energy costs while still
achieving desired lighting levels.
Development of New and Advanced Metal Halide Power Supplies. Historically,
the introduction of new metal halide lamps and systems has been constrained by
the lack of complementary metal halide power supplies. Significant engineering
expertise is required to adapt existing power supplies for new metal halide
products. The Company believes that while domestic sales of metal halide power
supplies exceeded approximately $150 million in 1996, power supply
manufacturers, like lamp manufacturers, have focused on the larger fluorescent
power supply market and, to a lesser extent, on the standard-type metal halide
lamp market rather than development of new power supply products for specialized
metal halide products and applications. The development of appropriate power
supply sources focused on metal halide should significantly enhance the
expansion of metal
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halide applications, reduce the development time currently required to introduce
new metal halide products and improve the reliability and durability of existing
metal halide products.
Opportunity for Integrated Metal Halide Systems. Metal halide systems for
commercial and industrial applications are assembled primarily by fixture
manufacturers, lighting agents, and intermediaries who are limited in their
ability to integrate different components which comprise a metal halide system.
The Company believes that significant growth opportunities exist through the
packaging of compatible, reliable system components for OEM customers from a
single supplier. In addition, the Company believes that metal halide systems
have significant potential to displace older lighting technologies in
traditional applications and that residential sales and related hospitality
applications will represent a substantial market for metal halide lighting
within the next five years. Other potential applications for metal halide
systems include fiber optic systems, projection television displays and
automotive headlamps.
International Demand for Metal Halide. Despite the recent financial crisis
in the Pacific Rim, international markets represent attractive long-term
opportunities for metal halide products as developing nations continue to build
infrastructure to support their growing economies. Facilities such as train
stations, airports, government buildings, highways and factories all require
substantial lighting for which metal halide products are well suited. In
addition, given the high energy efficiency of metal halide and the high cost of
energy in developing nations (including the high cost of power plant
construction), the Company believes that the international metal halide market
will grow faster than the United States market in the long term.
STRATEGY
The Company believes that metal halide technology represents the best
lighting technology for a wide variety of applications, many of which are not
yet served by an appropriate metal halide product. As the principal supplier of
metal halide materials and production equipment to the metal halide lamp
industry, the Company expects to benefit from continued growth in metal halide
markets. The Company also expects to lead metal halide's continued market
expansion, by providing innovative metal halide system components and integrated
systems through the operating and growth strategies highlighted below.
The Company's strategic objective is to remain focused on the metal halide
market and expand its leadership position in the metal halide lighting industry
by: (i) continuing to pursue vertical integration to expand the Company's
ability to introduce new products and applications; (ii) strengthening the
Company's relationships with OEMs and lighting agents to increase the number of
metal halide applications and the penetration of the Company's products in new
metal halide installations; and (iii) seeking to demonstrate the superiority of
metal halide lighting solutions, thereby stimulating domestic and international
demand for the Company's products.
The Company seeks to achieve its strategic objective through internal
growth and, in recent years, acquisitions and strategic investments. The
Company's acquisitions and investments have been made in businesses that, when
combined with the Company's existing capabilities and metal halide focus, are
intended to provide technological, product or distribution synergies and offer
the potential to enhance the Company's competitive position or accelerate
development of additional metal halide market opportunities. The Company has
made a number of acquisitions and investments since January 1997, as described
under "Background of the Company -- Recent Acquisitions and Strategic
Investments." To the extent its capital resources allow, the Company will
consider other possible acquisition and strategic investment opportunities.
OPERATING STRATEGY
The Company focuses its resources primarily on designing, manufacturing and
marketing metal halide materials, system components and systems. By focusing on
metal halide, the Company believes it has developed unique design, manufacturing
and marketing expertise. Such expertise provides the Company with significant
competitive advantages, which enable the Company to deliver highly customized
products to meet customer needs. The Company's experienced workforce is
dedicated to improving metal halide lighting products, production processes and
developing new applications for this technology. The Company's recent decision
to temporarily cease manufacture and sale of turnkey lamp production equipment
groups has not altered this
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strategy. The Company is working to retain key personnel in the consolidation of
equipment operations at its Solon facility.
In addition, in order to increase the number of metal halide applications
and the penetration of the Company's products, the Company pursues the following
operating strategies:
Continue Vertical Integration
The Company began operations as a manufacturer of metal halide salts and
expanded into production of system components, initially lamps. The Company has
expanded its focus on systems and components to include commercial and
industrial systems (through the Ruud Lighting acquisition), fiber optic systems
(through the Unison joint venture), and magnetic and electronic power supplies
(through the Ballastronix and Parry acquisitions). The Company is broadening its
materials manufacturing capabilities to include filtering and optical coatings
for lighting applications, through its recent acquisition of DSI. Through
vertical integration, the Company is able to develop and package complementary
system components and develop systems which enable metal halide lighting to
penetrate applications and markets currently served by older technologies.
Strengthen OEM and Lighting Agent Relationships
The Company concentrates on developing strong relationships with lighting
fixture OEMs by providing the key system components for a lighting fixture,
either alone or packaged as a unit, tailored to meet their needs. Historically,
the Company provided specialized lamps tailored to meet OEM needs. With its
ability to design and manufacture power supplies, achieved through the
acquisition of Ballastronix and Parry, the Company expects to better meet OEM
needs by packaging the principal system components (lamps, power supplies,
switches and controls) for a lighting fixture. Frequent interaction with OEMs
serves dual purposes, providing the Company with valuable ideas for new
component products and providing OEMs with the information necessary to market
the Company's new products. Lamps and power supplies designed for a specific
fixture are included with the fixture when sold by the OEM, increasing
distribution of the Company's products. The Company has also entered into
agreements with lighting agents to pay commissions for selling the Company's
lamps. Such commissions, unique among lamp manufacturers, provide the agent an
incentive to include the Company's metal halide lamps in its bids on a
construction or renovation project. With its recent acquisition of Ruud
Lighting, which is a leading direct marketer of HID systems, the Company expects
to significantly enhance its ability to directly market HID systems for
commercial, industrial, outdoor and retail lighting applications, as well as
replacement lamps.
Seek to Demonstrate Superiority of Metal Halide Lighting Solutions
The Company seeks to demonstrate the superiority of metal halide lighting
solutions to its customer base, including OEMs, lighting agents and contractors,
thereby stimulating domestic and international demand for the Company's
products. The Company believes that metal halide lighting systems have
significant potential to displace older lighting technologies in traditional
applications, as well as potential applications such as fiber optic systems,
projection television displays and automotive headlamps.
LONG-TERM GROWTH STRATEGY
The Company is continuing to introduce more products for new applications
and to expand the distribution channels for its products. The key elements of
the Company's long-term growth strategy include:
Introduce New Products and Systems
The Company believes it has introduced over 75% of the approximately 200
new lamps in the domestic metal halide lamp industry since 1985. As applications
become increasingly complex, the advantage of simultaneous design of components
as an integrated system is becoming more significant. To further the Company's
integrated systems strategy, the Company completed the Ruud Lighting,
Ballastronix and Parry transactions. As a result, the Company can now
manufacture and market complete metal halide lighting systems for end-users, as
well as complementary component packages for OEMs. The Company intends to
develop, manufacture and market additional types of high performance and
technologically advanced metal halide
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materials, components and systems. Capitalizing on its expanding production
capability, design capability and unique metal halide focus, the Company expects
to develop additional specialty systems, such as fiber optic lighting systems
and projection television optical systems.
Increase Sales of Existing Products
By expanding existing relationships and developing new relationships with
lighting agents and OEMs, the Company expects to increase sales of existing
specialty lamps and power supplies. The Company is beginning to utilize Ruud
Lighting's distribution capability to expand sales of existing products,
particularly replacement lamps. The Company also expects its sales of
replacement lamps, as well as power supplies, to increase through its recently
expanded distribution capability (resulting from the Ruud Lighting acquisition)
and as the installed base of fixtures for the Company's specialty lamps
increases. The Company expects to increase sales in the replacement lamp market,
in part through a novel direct marketing approach to end users. The Company
prints its toll-free phone number on each lamp, and customers can order
replacement lamps directly from the Company for express delivery. In addition,
this interaction with customers provides the Company with the opportunity to
market additional metal halide products.
Participate in International Markets
The Company intends to capitalize on opportunities in international markets
in three ways. First, the Company directly exports its products to countries
that do not impose restrictive tariffs, local content laws and other trade
barriers. The primary countries and regions in which the Company directly
markets products are the United Kingdom, Western Europe, Australia, Canada and
Japan. Since July 1995, the Company has strengthened its distribution
capabilities by acquiring or investing in its distributors in these countries.
Second, the Company may pursue strategic acquisitions or build manufacturing
facilities in international markets. Third, in countries that impose trade
restrictions, the Company has sold production equipment and has entered into
joint ventures with local lamp manufacturers. Purchasers of production equipment
have become customers for the Company's metal halide salts and other materials.
The Company has existing joint ventures in China, Korea, India and Japan.
Penetrate the Residential Lighting Market
The Company believes that residential and consumer applications will
represent a promising market for metal halide lighting within the next five
years. Over the longer term, the Company intends to lead metal halide's
penetration of the residential lighting market by: (i) expanding the marketing
of its products, especially contractor-installed fixtures used in the
construction of new and remodeled housing, building on Ruud Lighting's expertise
in direct marketing to contractors; and (ii) developing the use of metal halide
fiber optic systems through a joint venture.
PRODUCTS
The Company designs, manufactures and sells metal halide materials,
components and systems, which are used in a wide variety of applications and
locations including:
<TABLE>
<S> <C> <C>
- - floodlighting - sports and arena lighting - general lighting
- - architectural area lighting - commercial downlighting - industrial highbays
- - general industrial lighting - airport and railway station - tunnel lighting
- - billboard and sign lighting lighting - indirect indoor sports and
- - site lighting - gas station canopy lighting office lighting
- - soffit lighting - interior downlighting - parking garage lighting
- - hazardous location lighting - decorative lighting - security lighting
- - accent lighting - retail store downlighting - landscape lighting
and track lighting
</TABLE>
The Company also designs, manufactures and sells lamp, power supply and
production equipment for the metal halide industry and thin film deposition
equipment for the lighting, ophthalmics and optics industries. The Company also
designs, manufactures and sells photometric measurement instruments.
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Materials
The Company produces and sells metal halide salts, electrodes, amalgams and
getters. Metal halide salts are the primary ingredient within the arc tube of
metal halide lamps, which determine the lighting characteristics of the lamp.
Electrodes form the electrical connections within the lamp. Amalgams are
chemicals which are used in the arc tubes of HPS lamps and in fluorescent lamps.
Getters are devices required to be included in each metal halide lamp to prevent
impurities from interfering with lamp operation.
The Company produces over 300 different metal halide salts that can be used
in metal halide lamps to produce different lighting characteristics. In addition
to meeting its own needs, the Company believes it produces all of the metal
halide salts used in metal halide lamps manufactured in the United States,
including those manufactured by GE, Philips and Sylvania, and 80% of the metal
halide salts used in metal halide lamps manufactured overseas. The Company
serves all major lamp manufacturers, each of which uses different metal halide
salts. The Company vigorously guards each customers' specific formulas from
other customers, including the Company's own lamp engineers. Because of its
ability to produce these ultra pure metal halide doses, the Company has also
been called upon by its lamp manufacturer customer base to produce most of the
amalgams used in the domestic production of HPS lighting and, most recently, to
develop and supply a new amalgam for fluorescent applications.
With the January 1998 acquisition of DSI, the Company also now produces
optical thin film coatings, including coatings for lighting applications with
particular emphasis on coatings for metal halide arc tubes, as well as
anti-reflection coatings, and electrochromic coatings for glass and plastic
ophthalmic lenses, multilayer magnetic films and emissivity modification films
for classified government applications, and infrared multilayer optical films on
flexible polymeric substrates. Through a reactive sputtering process, these
coatings are electrostatically attached to a product surface. When used in
lighting applications, these coatings can significantly improve the optical
performance of the light source, protect the system and its components from
harmful ultra-violet and infra-red radiation, and increase the energy efficiency
of the entire system.
Systems and Components
The Company's component products include specialty and standard lamps,
magnetic and electronic power supplies, system controls and switches and fiber
optic cable. Specialty lamps are lamps designed and manufactured for particular
OEM applications. Standard lamps are high-volume lamps which the Company
typically buys for resale under arrangements with GE and Sylvania. Power
supplies are devices which regulate power and are necessary for operation of HID
and fluorescent lamps. System controls and switches are auxiliary electrical
controls included in fixtures and systems.
The Company believes it differentiates itself from other metal halide lamp
manufacturers by offering a wider variety of lamps, many of which have been
customized to offer a specific solution to a lighting problem. Since 1985, the
Company believes that it has introduced over 75% of the approximately 200 new
lamps in the domestic metal halide lamp industry. Currently, the Company offers
over 240 specialty lamp types and 40 standard-type lamps in 20 different watt
variations ranging from 32 watts to 2,000 watts for over 30 different
applications. In certain instances, the Company produces these products for its
competitors on a private label basis in order to capture sales through
competitors' distribution channels. The Company also sells standard-type lamps
which it sources from other manufacturers.
Through Ballastronix, the Company's Canadian subsidiary which manufactures
magnetic power supplies, and Parry, the Company's United Kingdom subsidiary
which manufactures magnetic and electronic power supplies for HID lighting
systems, the Company currently offers over 400 power supply products. The
Company also offers electronic controls for metal halide lighting systems.
A metal halide lighting system consists of a fixture, lamp, power supply
and related electronic controls and switches and any other necessary components
assembled into a product for an end user. The Company believes it will be able
to combine its metal halide expertise and system component manufacturing
capabilities to design, develop, produce and market metal halide systems for
innovative applications. Through its acquisition of Ruud
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Lighting, the Company has recently expanded its capability to manufacture and
direct market HID lighting systems, particularly metal halide installations for
commercial, industrial and outdoor lighting applications.
The Company is in the early stages of development of an optical light
system for use in projection systems, including televisions. Recent innovations
in projection display have made it possible for a compact light unit to generate
substantially larger and clearer imaging than that available in existing
projection systems. Currently, television manufacturers are limited by the high
cost of existing lighting units for projection systems. The Company is working
with projection system manufacturers to develop a low-cost system using a metal
halide lamp, electronic power supply and optical controls.
The Company also believes that it has a significant opportunity to
introduce metal halide technology to fiber optic lighting systems. Because of
metal halide lighting's ability to produce varied lighting effects, it is
particularly well-suited to be adapted as the light source for fiber optic
lighting systems. Fiber optic lighting systems are currently used in accent
applications, such as swimming pool lighting or as replacement lighting for neon
lighting. In applications such as these, it is important that electricity and
heat be located separately from the desired point of light emission. The Company
expects to introduce, through its Rohm and Haas joint venture, metal halide
fiber optic systems for retail applications, such as downlighting and display
case lighting.
Production Equipment
Due to economic conditions in general, especially outside the United
States, and as a result of the Company's cash preservation strategy, the
Company's equipment manufacturing operation in Bellevue, Ohio is being closed.
Machinery, equipment and research and development facilities necessary to allow
the Company to continue manufacturing and support of lamp production equipment,
at reduced levels, is being moved to the Company's Solon, Ohio facility. The
Company has temporarily ceased the manufacture and sale of turnkey lamp
production manufacturing groups.
The Company has been the only manufacturer and marketer of turnkey metal
halide lamp production equipment groups. A metal halide lamp production
equipment group consists of up to 50 different production machines. The Company
has also begun to manufacture and sell photometric measuring equipment, which is
used to measure quantity and quality of light for design and testing of lighting
products and systems.
Each lamp production equipment group sold for between $1.0 million to $6.0
million. In order to maintain manufacturing flexibility, the Company must
continually update its own component production equipment, through the internal
design and fabrication of production equipment. The Company had leveraged its
manufacturing expertise by selling lamp production equipment groups in
international markets to independent companies or to joint ventures formed by
the Company. In connection with each lamp production equipment group sale, the
Company provided lamp designs and specifications, trained the purchaser in
production and created a customer for its materials products.
With its recent acquisition of DSI, a leader in the development of
sophisticated thin film deposition equipment and measurement instrumentation and
thin film products, the Company also has the capability to manufacture and
market turnkey deposition equipment to produce thin film coatings for a variety
of applications. These systems employ sputtering technology to place optically
precise thin coatings on lighting components and other materials. When DSI sells
a system to a customer, DSI will either operate the system for the customer at
DSI's facility or transfer the system to the customer's facility.
PRODUCT DESIGN AND DEVELOPMENT
Management believes one of its key strengths is its ability to design and
develop new products. The Company has dedicated research and development efforts
in each of its product lines having invested $17.3 million or 5.7% of net sales
from continuing operations into research and development over the last three
full fiscal years. In the three months ended September 30, 1998 the Company
invested $3.7 million of net sales in research and development. Historically,
the Company's efforts primarily have been focused on the development of
materials and system components.
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Materials. The Company is focused on improving the purity of, and
production processes for, metal halide salts. The Company pursues these efforts
proactively as well as in response to customer requests for specific metal
halide salts. The Company also focuses on designing and developing improved
electrodes, amalgams and getters used in lamp manufacturing. Through DSI, the
Company expects to continue producing thin film coatings primarily for lighting
applications with particular emphasis on coatings for metal halide lighting
systems, as well as develop related software, measurement and test
instrumentation and reliable, cost-effective application processes.
Systems and Components. The Company's product design and development has
focused on developing innovative components to meet the specialized needs of
various customers, including lighting fixture OEMs. The Company's product design
teams work together with OEMs on the design, development and commercialization
of new system components. Such collaborative development efforts have resulted
in the design of improved metal halide lamps with reduced wattage, better energy
efficiency, smaller size and increased life expectancy.
Since 1996, the Company has increased its focus on design and development
of integrated systems. The Company expects efforts in this area to become
increasingly important as the Company seeks to develop new fiber optic
applications and utilizes the capability of Ruud Lighting to manufacture and
directly market HID lighting systems.
MARKETING AND DISTRIBUTION
Commercial Products
The marketing and distribution of the Company's diverse range of commercial
products varies by individual product and by product category, as described
below. All sales data are exclusive of intercompany sales.
Materials
The Company markets materials (metal halide and other salts) directly to
all high intensity discharge lamp manufacturers, primarily GE, Philips and
Sylvania for use in their manufacture of lamps. The Company also markets lamp
materials to its joint venture partners. In addition, the Company works very
closely with its customers to manufacture materials according to their
specifications. Certain customer-developed materials are considered proprietary
to the Company's customers. The other lamp components manufactured by the
Company are used primarily in the manufacture of its own lamps; however, some
outside sales are made to other lamp manufacturers. The principal customers for
the thin-film coating products of the Company include major lamp manufacturers.
In addition, the Company markets its thin-film coatings to government suppliers
for use in aerospace applications and to jewelry manufacturers. Sales of
materials accounted for approximately 11.4% of the Company's revenues in fiscal
1998, 14.1% in 1997 and 19.5% in 1996.
System Components
Electrical distributors typically market only standard-type lamps, and the
Company believes that its specialty lamp products do not lend themselves to the
traditional marketing channels associated with standard-type lamp products.
Accordingly, the Company has adopted innovative marketing techniques for its
lamps. As a result, in initial distribution, the Company markets its metal
halide system components through OEMs, which generally have been involved in the
design of the lamp, and commissioned lighting agents, who package the Company's
lamps and power supplies in their bids on construction or renovation projects.
Due to the fact that the Company's lamps are produced to the specifications
required to match a particular fixture or use by an OEM, the Company's lamp will
generally be included with the fixture each time the fixture is sold. The
Company intends to market complementary lamps and power supplies as a package to
provide better service to its OEM customers and lighting agents, as well as to
increase sales.
The Company also has distributed its metal halide lamps through lighting
agents. Unlike GE, Philips and Sylvania that each have extensive local
distributor relationships, the Company has entered into agency agreements with
lighting agents who represent a full line of fixture manufacturers, under which
the agent receives a commission for selling the Company's lamps. The Company
believes it is the only major lamp manufacturer to
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<PAGE> 56
distribute its products through lighting agents. This relationship allows the
lighting agent to package the Company's metal halide lamps with the other
products included in its bid on a project. By bidding a more complete or unique
package, the lighting agent has a competitive advantage over less complete bids
and, if selected, earns a commission on Company lamps sold, which agents
generally do not receive from other lamp suppliers.
The Company intends to increase its sales of replacement lamps through
direct marketing by exploiting both the Company's internally developed
capabilities and Ruud Lighting's direct marketing relationships with contractors
and end-users. Since 1994, the Company has printed its toll-free number on each
lamp that it sells, allowing a customer to call the Company, rather than an
electrical distributor, to order a replacement lamp. This enables the customer
to speak to a more knowledgeable representative, thereby increasing the accuracy
and efficiency of service to the end user. This interaction also allows the
Company to suggest enhanced products better suited for the end user's needs. In
addition, the Company telemarkets replacement lamps in connection with catalogue
distributions. Lamps are delivered by express courier to end users, thereby
providing service efficiency comparable to local electrical distributors. The
Company estimates it sold less than 1% of all replacement metal halide lamps in
1996. Given the expected life of the Company's lamps, the Company is only now
beginning to benefit from this strategy. Replacement lamps are typically sold at
a higher gross margin than lamps sold initially through OEMs or lighting agents.
In addition to packaging power supplies with lamps, the Company is
continuing direct marketing to OEMs and sales through electrical distributors.
Sales of system components accounted for approximately 59.0% of the Company's
revenues in fiscal 1998, 74.3% in fiscal 1997 and 74.3% in fiscal 1996.
Systems
The Company's commercial lighting systems are marketed primarily under the
trade name "Ruud Lighting." Ruud Lighting markets and distributes its products
primarily by direct marketing to lighting contractors. By marketing complete
metal halide systems, the Company believes it may capture a greater market share
in the metal halide industry. As a direct marketer of these commercial lighting
systems, Ruud Lighting should enable the Company's new systems and technologies
(embedded with the Company's system components) to gain wider acceptance in the
marketplace. Ruud Lighting works closely with lighting contractors and is able
to efficiently assist them in implementing these new systems and technologies.
Commercial systems accounted for approximately 20.1% of the Company's revenues
in fiscal 1998. Prior to the Ruud Lighting acquisition in January 1998, the
Company had no significant sales of commercial lighting systems.
Production Equipment
The Company's production equipment is manufactured for internal use and is
marketed to existing companies for turnkey production of thin-film coatings.
Until the recent temporary cessation, the Company also marketed turnkey lamp
production equipment groups to existing companies and its joint venture
partners. External sales of production equipment accounted for approximately
9.5% of the Company's revenues in fiscal 1998, 11.4% in fiscal 1997 and 6.2% in
fiscal 1996.
Residential Products
The Company is seeking to lead metal halide's penetration of the
residential lighting market by: (i) expanding the marketing of its products,
especially contractor-installed fixtures used in the construction of new and
remodeled housing, building on Ruud Lighting's expertise in direct marketing to
contractors; and (ii) developing the use of metal halide fiber optic systems
through a joint venture.
MANUFACTURING AND OPERATIONS
The Company's lamp manufacturing facility in Solon, Ohio operates five days
a week, 16 hours a day, with the Company's lamp manufacturing employees working
in two eight-hour shifts each day. The manufacturing of metal halide lamps
consists of three primary processes. First, the quartz arc tube is shaped,
electrodes for carrying the current are installed, the metal halide salt dose is
introduced and the arc tube is sealed. The process is
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performed at high temperatures in carefully controlled conditions to ensure that
the arc tube is properly sealed and that no impurities enter the arc tube.
Second, the arc tube is mounted inside a pyrex bulb container and sealed.
Finally, the lamp is finished by adding a contact for the electrical outlet.
Although light output of metal halide lamps is not affected by ambient
temperatures, an outer bulb is used to prevent contact with the arc tube, which
operates at extremely high temperatures. Quartz and pyrex(R) are used in the
production of metal halide lamps because of their durability and ability to
retain shape and function at extremely high temperatures. Finished lamps are
inspected, tested and then shipped in accordance with customer instructions. The
Solon facility will also house the production equipment research and development
operations and reduced production capability.
The Company produces magnetic power supplies at its facility in Amherst,
Nova Scotia, which operates five days a week with one full shift and a partial
second shift. The Company produces magnetic and electronic power supplies at its
facility in Draycott, England, which operates five days a week with one full
shift. The manufacture of magnetic power supplies is a combination of batch and
production line processes. The production line process starts with a coil
winding department, progresses to an in-line coil and core operation and then to
final assembly. Subassemblies for ignitors and capacitors are located off-line
in a batch operation for inclusion in final assembly.
The Company produces all of the metal halide salts it uses and sells at its
facility in Urbana, Illinois. The Urbana facility, with approximately 60
employees working a single shift, also produces precision metal pieces,
precision metal electrode leads and high speed dose dispensers which are used by
the Company and sold to other metal halide lamp manufacturers.
The Ruud Lighting manufacturing facility in Racine, Wisconsin operates five
days per week, with two eight-hour shifts per day. The manufacturing process is
primarily assembly-to-order based on customer needs. Ruud Lighting's paint
finishing facility is ISO 9002-registered. The facility is five years old and is
capable of providing the combination of E-Coat primer and acrylic powder topcoat
finishing style typically required by the automotive industry.
At the Company's DSI facility in Santa Rosa, California, the Company
produces optical thin film coatings for a variety of applications, as well as
measurement and test instrumentation and equipment for deposition of thin film
coatings. The facility operates five days per week with three eight-hour shifts
per day. Coatings and systems are produced in accordance with exacting customer
specifications. Management believes that DSI has expertise over a broad range of
thin film deposition technologies allowing application of the coating technology
most suitable for a particular client need.
RAW MATERIALS AND SUPPLIERS
The Company sources its raw materials from a variety of suppliers.
Presently, it sources most of its quartz tubing and pyrex bulbs for lamps from
GE. Although an interruption in these supplies could disrupt the Company's
operations, the Company believes that alternative sources of supply exist and
could be arranged prior to the interruption having a material adverse effect on
the Company's operations or sales. The materials for the Company's power supply
products are readily available on the open market. The Company also purchases
certain of its industrial standard-type lamps from GE and Sylvania. This enables
the Company to devote its production equipment to higher margin specialty lamps.
Most of the raw materials used in the production of metal halide salts can
be sourced from several suppliers. The Company has been the dominant supplier of
metal halide salts to the metal halide lamp industry for many years. Therefore,
the Company has focused on addressing any circumstance which could jeopardize
the continued production of these vital materials. Since the Company is the
primary supplier of metal halide salts to the metal halide lamp industry, any
disruption in supply would also affect each producer of the affected lamp type.
Components for Ruud Lighting's systems are sourced from the Company as well
as outside suppliers. The great majority of components are readily available
from multiple suppliers.
Raw materials and components for DSI coatings and equipment are sourced
from outside suppliers. The Company has multiple qualified sources for critical
materials and components.
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COMPETITION
General
Metal halide systems compete with other types of lighting technology for
many applications. The Company's metal halide lamps compete with lamps produced
by other metal halide lamp manufacturers, primarily GE, Philips and Sylvania.
Metal halide technology is the newest of all lighting technologies and although
the market awareness and the uses of metal halide lamps continue to grow,
competition exists from older technologies in each metal halide application.
Materials
The Company produces materials which are used by the Company and virtually
all other manufacturers of metal halide lamps. In metal halide salts, where the
Company has successfully used its technology focus and manufacturing capability
to develop superior products, the Company has no competitors in the United
States. In overseas markets, one lamp manufacturer produces metal halide salts,
principally for its own use. The competition in salts is based on the
technological ability to develop salt formulation for customers and product
uniformity and purity. The Company believes it is the leading producer of salts
because it is the leader in uniformity and purity. In other materials
categories, the Company's chief competition is internal production by GE,
Philips and Sylvania. The competition in these products is based primarily on
price and delivery, while some competition is based on technological ability to
create solutions for unique applications. The Company's products compete most
effectively for external sales where they are created for unique applications.
DSI has one or two principal competitors in each of its markets (lighting,
coating equipment and government/aerospace). The Company believes that
competition in thin film coatings is generally based on quality of coatings,
technological expertise to design and deliver customized coating solutions and
customer service. The Company believes that it competes successfully on the
basis of all three of these measures. While competition is strenuous with these
existing competitors, management believes that the high technical content of the
products and services in these markets make entry by new thin film coating
manufacturers relatively difficult.
System Components
GE, Philips and Sylvania are the Company's principal competitors in the
production of metal halide lamps. Although GE, Philips and Sylvania have focused
their efforts on the larger incandescent and fluorescent markets, all three
companies produce metal halide lamps. These three companies have emphasized
sales of a relatively small variety of standard-type metal halide lamps, such as
those found in the most common commercial and industrial applications, which the
Company believes represents approximately 75% of the total metal halide lamp
segment. Although the Company believes its technical and engineering expertise
in the production of specialty metal halide lamps and its unique marketing
approach give it a competitive advantage in this market, the Company's three
primary competitors have significantly longer operating histories, substantially
greater financial, technical and other resources and larger marketing and
distribution organizations than the Company and could expand their focus into
specialty lamps.
The Company does not believe that the foreign lamp manufacturers to whom
the Company has sold lamp production equipment compete with the Company's
specialty products. Due to the technical and engineering expertise required to
produce a new type of metal halide lamp, these purchasers have typically only
produced the standard-type lamps in which they have been trained by the Company.
Although these purchasers could potentially produce specialty lamp types to
compete with the Company, these purchasers would need to develop or acquire the
expertise required to produce specialty metal halide lamps.
The Company's North American and European power supply products compete
primarily with products of two manufacturers, Advance Transformers, a subsidiary
of Philips, and MagneTek, both headquartered in the United States. Both these
companies have focused on the large fluorescent power supply market whereas the
focus of the Company's recent acquisitions, Ballastronix and Parry, has been in
HID magnetic power supplies for use primarily in metal halide applications.
Competition in power supplies has traditionally depended on price and delivery,
which has resulted in the failure to develop power supplies to optimize metal
halide lighting systems.
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<PAGE> 59
The Company's power supply operations intend to compete on the ability to
deliver power supplies which are designed to enhance performance of metal halide
lighting systems.
Systems
Lighting systems compete on the basis of system cost, operating cost,
quality of light and service. The Company feels that metal halide systems
compete effectively against other technologies in each of these areas in many
applications. Although the lighting systems market is highly fragmented, Ruud
Lighting is the only metal halide systems manufacturer which uses direct
marketing to contractors. Ruud Lighting has over 10,000 customers for this
direct marketing effort. Competitors generally market these systems through
distributors and lighting agents. The Company's portable metal halide lighting
fixtures are in the early stages of commercial introduction and compete with
portable lamps using older technology, primarily incandescent, including
halogen, and compact fluorescent, manufactured by a large number of established
manufacturers. The initial fiber optic systems marketed by the joint venture
with Rohm and Haas will compete primarily with fiber optic products using older
lighting technology as well as conventional systems using multiple lamps and
fixtures.
DSI has one or two principal competitors in each of its markets (lighting,
coating equipment and government/aerospace). While competition is strenuous with
these existing competitors, management believes that the high technical content
of the products and services in these markets make entry by new thin film
coating manufacturers relatively difficult.
INTELLECTUAL PROPERTY
The Company relies primarily on trade secret, trademark and patent laws to
protect its rights to certain aspects of its products, including proprietary
manufacturing processes and technologies, product research and concepts and
trademarks, all of which the Company believes are important to the success of
its products and its competitive position. In recent years, the Company has
successfully taken legal action to enjoin misappropriation of trade secrets by
other parties. Any increase in the level of activities involving
misappropriation of the Company's trade secrets or other intellectual property
rights could require the Company to increase significantly the resources devoted
to such efforts. In addition, an adverse determination in litigation could
subject the Company to the loss of its rights to a particular trade secret,
trademark or patent, could require the Company to grant licenses to third
parties, could prevent the Company from manufacturing, selling or using certain
aspects of its products or could subject the Company to substantial liability,
any of which could have a material adverse effect on the Company's results of
operations. See also "Legal Proceedings" below.
ENVIRONMENTAL REGULATION
The Company's operations are subject to federal, state, local and foreign
laws and regulations governing, among other things, emissions to air, discharge
to waters and the generation, handling, storage, transportation, treatment and
disposal of waste and other materials as well as laws relating to occupational
health and safety. The Company believes that its business, operations and
facilities are being operated in compliance in all material respects with
applicable environmental and health and safety laws and regulations, many of
which provide for substantial fines and criminal sanctions for violations.
However, the operations of manufacturing plants entail risks in these areas,
which could potentially result in significant expenditures in order to comply
with evolving environmental and health and safety laws, regulations or
requirements that may be adopted or imposed in the future.
In 1993, the Company entered into a consent decree with the City of Solon
Sewer District ("Solon") with respect to the discharge of mercury into the sewer
system from its Solon, Ohio plant operations. The Company instituted procedures
to comply with this consent decree, and the consent decree expired by its terms
due to the Company's operation within required discharge limits for the period
required by the decree. However, routine sampling of the effluent by Solon
between September 1995 and September 1996 revealed instances of mercury
discharge in excess of the limits imposed by Solon. Subsequent tests conducted
by Solon showed mercury discharges within required limits. The Company has
implemented a plan intended to prevent intermittently
58
<PAGE> 60
exceeding Solon's mercury standards in the future. The Company believes the cost
of continued compliance will not have a material effect on its financial
position or results of operations.
The Company believes that the overall impact of compliance with regulations
and legislation protecting the environment will not have a material effect on
its future financial position or results of operations. Capital expenditures and
operating expenses in fiscal 1996, fiscal 1997, fiscal 1998 and the three months
ended September 30, 1998 attributable to compliance with such legislation were
not material.
PROPERTIES
The Company's headquarters are located in Solon, Ohio, and the Company
maintains manufacturing facilities in California, Ohio, Illinois, Wisconsin,
Nova Scotia, Canada and Draycott, England. Set forth below is certain
information with respect to the Company's principal facilities as of December
15, 1998:
<TABLE>
<CAPTION>
APPROXIMATE
SQUARE OWNED/
FACILITY LOCATION ACTIVITIES FOOTAGE LEASED
----------------- ---------- ----------- ------
<S> <C> <C> <C>
NORTH AMERICA
Racine, Wisconsin Office, manufacturing, finishing, warehouse 440,000 Owned
Solon, Ohio System components manufacturing, office space 330,000 Owned
Cleveland, Ohio Residential fixture assembly (discontinued 45,000 Owned
operations)
Santa Rosa, California Offices, manufacturing 24,000 Owned
13,000 Leased
Amherst, Nova Scotia, Power supply manufacturing 45,000 Owned
Canada
Middletown, Rhode Island Fixture manufacturing 37,000 Owned
Urbana, Illinois Materials manufacturing 30,000 Owned
Mississauga, Ontario, Power supply distribution warehouse 13,000 Leased
Canada
OTHER
Draycott, England Power supply manufacturing 125,000 Owned
Castle Donington, England Distribution warehouse 18,000 Leased
Wantirna South, Victoria, Distribution warehouse, offices 33,000 Owned
Australia
</TABLE>
The owned facilities are subject to mortgages in the following approximate
outstanding amounts as of September 30, 1998: Solon -- $4.8 million;
Amherst -- $220,000; Urbana -- $670,000; Cleveland -- $433,000; Santa
Rosa -- $1.3 million; Wantirna South -- $771,000; Middletown -- $307,000. The
aggregate annual rental cost of leased facilities is approximately $500,000, and
the average remaining lease term is 1.2 years.
On March 11, 1998 a single purpose subsidiary of the Company purchased the
Company's existing Solon, Ohio facility for a purchase price of $7.8 million,
which includes the assumption of an existing mortgage with a principal amount
outstanding of approximately $4.8 million at September 30, 1998. The Company
intends to invest an additional amount of approximately $8.9 million at the
facility, which will become the Company's world headquarters, will have expanded
manufacturing facilities, including manufacturing space for the Unison joint
venture, and will have expanded sales and training facilities.
The Company is vacating its equipment manufacturing facility located in
Bellevue, Ohio. The Company currently leases approximately 77,000 square feet at
a cost of $42,000 per month under a lease which extends to November 2005. The
Company is seeking ways to mitigate this liability including termination, buyout
or sublease. An accrual will be made as part of the second quarter fiscal 1999
restructuring charge to provide for the cost of exiting this lease agreement.
59
<PAGE> 61
EMPLOYEES
As of December 21, 1998, the Company had approximately 1,640 full-time
employees, consisting of employees engaged in the designing, manufacturing and
marketing of materials (76 employees), system components (937 employees),
systems (558 employees) and production equipment (28 employees) and 41 employees
in corporate/administrative services. The Company will also be further reducing
its workforce by approximately 90 people over the next several months as it
seeks to further reduce its personnel costs. As a result of the Ruud Lighting
and DSI acquisitions, the employees of these companies have become employees of
the Company. The Company believes that its employee relations are good. The
Company's employees are not represented by any collective bargaining
organization, and the Company has never experienced a work stoppage.
LEGAL PROCEEDINGS
The Company does not have pending any litigation that, separately or in the
aggregate, if adversely determined, could reasonably be expected to have a
material adverse effect on the Company. The Company and its subsidiaries may,
from time to time, be a party to litigation or administrative proceedings which
arise in the normal course of their business.
The Company's DSI subsidiary has received notice from a competitor, which
manufactures and markets equipment for the application of thin films and
provides thin film coatings for lighting and other markets, that the competitor
believes certain of DSI's equipment may infringe on the competitor's patents.
Favorable dialogue is currently in process between the parties that may result
in a mutually amicable resolution. The competitor has taken no further action at
the date of this Prospectus. If formal patent infringement claims are made,
DSI's management believes that it has valid defenses to such patent infringement
claims. The Company intends to vigorously defend any claims which may actually
be filed by the competitor. In light of the foregoing, however, the liability,
if any, of the Company in relation to such possible claims cannot be quantified.
60
<PAGE> 62
MANAGEMENT
DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES
The following table sets forth certain information, as of December 15,
1998, with respect to each person who is currently a director, an executive
officer or key employee of the Company.
<TABLE>
<CAPTION>
DIRECTORS
TERM
NAME AGE POSITION EXPIRES
---- --- -------- ---------
<S> <C> <C> <C>
Wayne R. Hellman 52 President, Chief Executive Officer and Chairman 2001
Alan J. Ruud 51 Vice Chairman and Director 2000
Louis S. Fisi 63 Executive Vice President, Secretary and Director 2000
Francis H. Beam 62 Director 2000
John R. Buerkle 50 Director 1999
Theodore A. Filson 63 Director 2001
Susumu Harada 47 Director 1999
A Gordon Tunstall 54 Director 1999
Nicholas R. Sucic 51 Chief Financial Officer, Vice President and
Treasurer
Key Employees
Robert S. Roller 51 Coordinator of Market Development
Juris Sulcs 52 Coordinator of Technology Development
</TABLE>
Wayne R. Hellman has served as the chief executive and a director of the
Company since 1995 and as chief executive or other senior officer of each of the
Company's predecessor companies since 1983. From 1968 to 1983 he was employed by
the lighting division of General Electric Company. While at General Electric,
Mr. Hellman served as Manager of Strategy Analysis for the Lighting Business
Group; Manager of Engineering for the Photo Lamp Department; Halarc Project
Venture Manager; Manager of Quartz Halogen Engineering and Manager of Metal
Halide Engineering. As the Halarc Project Venture Capital Manager, he was given
the responsibility of developing metal halide technology. Mr. Hellman is also
currently a director of Fiberstars, Inc., a manufacturer and marketer of fiber
optic lighting systems. The Company owns approximately 29% of the issued and
outstanding shares of Fiberstars, Inc. In 1998, Mr. Hellman married Diane
Mazzola who is Mr. Fisi's step-daughter.
Alan J. Ruud founded Ruud Lighting, Inc. in December of 1982 and has served
as its chairman of the board and chief executive officer since that time. The
Company acquired Ruud Lighting on January 2, 1998. At that time, Mr. Ruud was
appointed to the Company's board. He currently serves as vice-chairman and a
member of the Executive Committee. Mr. Ruud founded SPI Lighting, an HID
lighting manufacturer, in 1973, which was sold to McGraw Edison in 1978. Mr.
Ruud managed SPI Lighting until 1982. From 1969 through 1979, Mr. Ruud also ran
a consulting and lighting engineering group in Milwaukee, Wisconsin.
Louis S. Fisi has served as the executive vice president and a director of
the Company since 1995. He has also served as chief financial officer of the
Company from 1995 to November 1996 and chief financial officer of one or more of
the Company's predecessors from 1985 to November 1996, and assisted Mr. Hellman
in the founding of the predecessors. From 1976 to 1985, Mr. Fisi was employed in
executive and financial capacities by the Smithers Company, an international
industrial company. From 1967 to 1976, he was employed as a certified public
accountant by an international accounting and consulting firm currently known as
Ernst & Young LLP, the Company's independent auditors.
Francis H. Beam has served as a director of the Company since 1995. Since
1988, Mr. Beam has served as President of Pepper Capital Corp., a venture
capital firm which he formed. Mr. Beam is also a director of The Lamson &
Sessions Co., a manufacturer of thermoplastic conduit and pipe, enclosures,
wiring devices and accessories. From 1959 to 1988 he was employed by Ernst &
Young LLP (and its predecessors), the Company's independent auditors. Beginning
in 1967 he held various partnership positions with that firm until his
retirement in 1988 as Vice Chairman and Regional Managing Partner.
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<PAGE> 63
John R. Buerkle was appointed as a director of the Company in January 1998.
Mr. Buerkle has served as Executive Vice President -- Regional Director,
Consumer Products, Asia-Pacific, of S.C. Johnson & Son, Inc., a company engaged
in the production of consumer household products, commercial products and
services and specialty polymers, since April 1995. From 1982 to 1995, Mr.
Buerkle was employed in executive and managerial capacities, engaged primarily
in regional business and product development and has held other managerial
positions with S.C. Johnson since 1972.
Theodore A. Filson has been a director of the Company since 1995. Mr.
Filson has served as an independent consultant to the lighting industry since
1994. From 1986 to 1994 he was employed as president and chief executive officer
of Advance Transformer, Inc., the largest manufacturer of lighting system power
supplies in the world.
Susumu Harada has served as a director of the Company since January 1996.
Mr. Harada is the chief executive officer of the following Japanese companies:
Koto Electric, Koto Bunkogen, Iwaki Cristal and Wakoh Corporation. Mr. Harada is
also the chief executive of Venture Lighting, Japan ("Venture Japan"), formerly,
Koto Luminous, which is a Japanese distribution and manufacturing joint venture
in which the Company owns a 30% interest. The product lines of these companies
include specialty lamps, hermetic seals for quartz crystal and optical
semiconductors, and digital display lamps. In 1981, Mr. Harada joined Koto as
the Overseas and Domestic Sales and Planning Manager. He held a number of
positions with Koto before he assumed his current position as chief executive
officer in 1992.
A Gordon Tunstall has served as a director of the Company since June 1996.
He is the founder of, and for more than 18 years has served as President of,
Tunstall Consulting, Inc., a provider of strategic consulting and financial
planning services. Mr. Tunstall is also currently a director of Romac
International, Inc., a professional and technical placement firm; Orthodontic
Centers of America, Inc., a manager of orthodontic practices; Discount Auto
Parts, Inc., a retail chain of automotive aftermarket parts stores; and Horizon
Medical Products, a medical device manufacturer and distributor.
Nicholas R. Sucic joined the Company in 1996 as Special Assistant to the
Chairman. He was appointed chief financial officer and treasurer in November
1996 and became Vice President in April 1997. He is a certified public
accountant. From 1989 to 1996, he was employed by The Prudential Investment
Corporation ("The Prudential") having served as chief financial officer and
comptroller for various institutional investment units. Prior to joining The
Prudential, Mr. Sucic was a partner with Ernst & Young LLP, the Company's
current independent auditors, having been associated with that firm since 1970.
Robert S. Roller has served as the senior officer responsible for product
marketing for one or more of the Predecessors since 1983, and assisted Mr.
Hellman in the founding of the Predecessors. From 1966 to 1983, he was employed
by the lighting division of General Electric in a managerial capacity, engaged
primarily in the marketing and engineering of metal halide and other lighting
products.
Juris Sulcs has served as the senior officer responsible for technology
development for one or more of the Predecessors since 1983, and assisted Mr.
Hellman in the founding of the Predecessors. From 1966 to 1983, he was employed
by the lighting division of General Electric in a managerial capacity, engaged
primarily in the technological development and quality control of metal halide
and other lighting products.
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<PAGE> 64
CERTAIN TRANSACTIONS
THE COMBINATION
In connection with the Combination, the following executive officers and
directors of the Company or their immediate family members received Common Stock
in the merger of the Predecessors into the Company in exchange for the shares of
common stock of the Predecessors which they had held. The following table sets
forth the number of shares of Common Stock received by these individuals in the
Combination.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMPANY
EXECUTIVE OFFICER, COMMON STOCK
DIRECTOR OR IMMEDIATE RECEIVED
FAMILY MEMBER IN COMBINATION
--------------------- ----------------
<S> <C>
Wayne R. Hellman............................................ 3,125,153
Louis S. Fisi............................................... 657,112
Theodore A. Filson(1)....................................... 15,021
Francis H. Beam............................................. 34,685
Brian A. Hellman(2)......................................... 177,523
Lisa B. Hellman(2).......................................... 167,206
</TABLE>
- ---------------
(1) Mr. Filson no longer beneficially owns these shares.
(2) Brian Hellman and Lisa Hellman are Mr. Hellman's children.
The Combination was principally effected through a series of nonmonetary
mergers or stock exchanges in which the Predecessors' shareholders received
shares of the Company, except that certain former employees received, in the
aggregate, an insignificant amount of cash for their shares.
OTHER TRANSACTIONS WITH DIRECTORS AND OFFICERS
The Company was formed on May 19, 1995, and acquired ownership, primarily
by merger (the "Combination") of 17 affiliated operating corporations that were
previously under common ownership and management (the "Predecessors").
On September 15, 1995, one of the Predecessors transferred its nonlamp
assets to H&F Five, Inc., a company owned by Messrs. Hellman, Fisi and certain
other employees of the Company, for a demand promissory note from H&F Five, Inc.
in the amount of $220,000 bearing interest at 8.5% per annum. Total principal
and accrued interest at June 30, 1998 was $269,000, which was the largest amount
outstanding at any time during fiscal 1998.
In fiscal 1998, Mr. Filson provided consulting services to the Company and
received fees in the amount of $129,165. In calendar 1998, Mr. Filson has agreed
to provide consulting services to the Company.
Mr. Harada, a director of the Company, is an executive officer, director,
and a shareholder of Venture Lighting, Japan ("Venture Japan"), formerly known
as Koto Luminous Ltd., a Japanese manufacturer and marketer of lighting
products. Venture Japan owns 142,268 shares of the Company, which were acquired
in the Combination as a result of its investment in a Predecessor. In April
1997, the Company purchased a 30% equity interest in Venture Japan.
Additionally, Mr. Harada and members of his family control Wakoh Corporation, a
Japanese corporation. Wakoh Corporation and the Company are each 50% joint
venture partners in Pacific Lighting, Inc., a British Virgin Islands holding
company. The Company uses Pacific Lighting to own and hold a number of the
Company's joint venture investments. Venture Japan is the Company's sole trading
partner in Japan and, as a result, the Company supplies Venture Japan with
materials, lamps and equipment. The Company had sales of approximately $1.3
million in fiscal 1998 to Venture Japan.
On January 22, 1996, two subsidiaries of the Company each entered into a
six-year Aircraft Operating Agreement with Levetz Investments, Inc. ("Levetz"),
an unrelated Ohio corporation, for the purpose of chartering a 1986 Beechcraft
King Air 300 airplane (the "King Air Aircraft"), which Levetz leased from
LightAir Ltd. ("LightAir"), an Ohio limited liability company owned by Mr.
Hellman (80%) and Mr. Fisi (20%). One of the subsidiaries committed to a minimum
of 200 flight hours per year on the King Air Aircraft, and another subsidiary
committed to a minimum of 75 flight hours per year on the King Air Aircraft. On
May 27,
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<PAGE> 65
1997, the Company entered into a ten-year Aircraft Dry Lease Agreement with
LightAir for the purpose of leasing a 1993 Lear Jet 60 airplane (the "Lear
Aircraft"). The Company had committed to a minimum of 260 flight hours per year
on the Lear Aircraft. The lease rate for the Lear Aircraft was $2,500 per flight
hour, plus operating costs and maintenance expenses. Levetz entered into a
separate Aircraft Dry Lease Agreement with LightAir for use of the Lear Aircraft
when not in use by the Company. In each case, the leased airplanes were intended
to enable the Company to have air service into locations which are not
adequately served by commercial carriers. On May 6, 1998, LightAir sold the 1986
King Air Aircraft. On April 13, 1998, LightAir purchased a 1991 Beechcraft King
Air 350 airplane (the "Replacement King Air Aircraft") which Levetz leased from
LightAir on the same terms as the original King Air Aircraft; however, there was
no commitment by the Company or any subsidiary for a minimum number of flight
hours for the Replacement King Air Aircraft. The Company and its subsidiaries
were obligated to pay $950 per flight hour on the Replacement King Air Aircraft
for the first 275 hours, and $550 per flight hour thereafter, plus operating and
maintenance expenses. In addition, the Company has utilized LightAir's Saab 340
Aircraft (the "Saab Aircraft") on an hourly rental basis. Messrs. Hellman and
Fisi guaranteed the repayment of $2.8 million of indebtedness incurred to
purchase the Replacement King Air Aircraft; the repayment of $8.4 million of
indebtedness incurred to purchase the Lear Aircraft; and $3.0 million of
indebtedness to purchase the Saab Aircraft. Payments to LightAir totalled
approximately $244,000 in fiscal 1996; $554,000 in fiscal 1997; and $2.1 million
in fiscal 1998. LightAir has agreed to pay certain rebates and reimbursements of
amounts paid by the Company. These amounts are recorded as noninterest bearing
receivables of the Company. The largest amount outstanding with respect to these
receivables during fiscal 1998 was $806,000. These receivables were $137,000 at
June 30, 1998. Light Air sold the Lear Aircraft on October 16, 1998 and the
Replacement King Air Aircraft on December 17, 1998 and the leases relating to
these aircraft have been terminated. It is expected that Company usage of the
Saab Aircraft will be comparable to its usage of the two King Air Aircraft prior
to sale, which was approximately 450 hours in fiscal 1997.
On May 20, 1998, LightAir II Ltd. ("LightAir II"), an Ohio limited
liability company owned by Mr. Hellman (50%) and Mr. Ruud (50%), acquired a 1988
Cessna Citation III aircraft. The Company has not entered into any agreement
with respect to this aircraft. It is anticipated that it will be available for
charter to third parties at market rates. LightAir II has advised the Company
that the Citation III is available for charter to the Company at approximately
80% of these third-party rates. Scott Air Charter of Milwaukee, Wisconsin is the
charter broker for the plane. Messrs. Hellman and Ruud guaranteed the repayment
of $6.4 million of indebtedness incurred to purchase the Citation III. Payments
to LightAir II during fiscal 1998 totalled $90,000.
On January 2, 1998, the Company acquired all of the capital stock of Ruud
Lighting. Mr. Ruud received approximately $17.8 million and 1,502,857 shares of
Common Stock in the transaction. Mr. Ruud's adult children received, in the
aggregate, approximately $9.3 million and 782,857 shares of Common Stock in
connection with the Company's acquisition of Ruud Lighting. In November 1997,
certain shareholders of Ruud Lighting, including Mr. Ruud, purchased from Ruud
Lighting undeveloped real estate contiguous to its existing facility, for
$345,000. The terms of the transactions were determined by arm's-length
negotiation among the parties.
Pursuant to a loan agreement dated October 8, 1998 between the Company and
Mr. Hellman, its Chairman and Chief Executive Officer (the "Hellman Loan
Agreement"), the Company has loaned $9.0 million to Mr. Hellman for a one-year
term at the rate of 8%. The loan was made following approval by the Company's
Board of Directors (Messrs. Hellman and Fisi did not participate in the
deliberations). The proceeds of the loan were used to reduce the outstanding
principal balance of a loan from Prudential Securities Incorporated ("PSI"),
which is secured by 2,053,070 shares of Company Common Stock owned by Mr.
Hellman and Hellman Ltd. (the "Hellman Personal Shares"). In connection with the
loan, the Board asked for and received Mr. Hellman's agreement to extend the
term of his employment agreement to December 31, 2003. The Hellman Loan
Agreement prohibits Mr. Hellman from encumbering the Hellman Personal Shares in
any manner except pursuant to existing agreements governing Mr. Hellman's margin
account at PSI, without consent of the Board's representative. The loan is
partially secured by certain real estate owned by Mr. Hellman.
The Company does not intend to enter into any material transaction with
officers or directors, or their family members, without the approval of a
majority of the disinterested directors in the future.
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<PAGE> 66
PRINCIPAL SHAREHOLDERS
The following table sets forth information regarding the ownership of the
Company's Common Stock as of December 15, 1998, by each of the directors and
executive officers of the Company, by each person or group known by the Company
to be the beneficial owner of more than five percent of the Company's
outstanding Common Stock, and by all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(2)
-------------------------
NAME AND ADDRESS(1) NUMBER PERCENT
------------------- ------ -------
<S> <C> <C>
Wayne R. Hellman(3)...................................... 4,504,871 21.6%
Alan J. Ruud(4).......................................... 3,440,300 16.5%
Louis S. Fisi(5)......................................... 305,917 1.5%
Nicholas R. Sucic........................................ 10,798(7) *
Francis H. Beam.......................................... 40,394 *
John R. Buerkle.......................................... 11,750 *
Theodore A. Filson....................................... 30,340 *
Susumu Harada(6)......................................... 157,368 *
A Gordon Tunstall........................................ 9,000 *
All Directors and Executive Officers as a Group (3)(4)(5)
(9 Persons)............................................ 8,204,821 39.3%
</TABLE>
- ---------------
* Less than one percent
(1) The business address of each of Messrs. Hellman, Fisi, Sucic and Filson is
32000 Aurora Road, Solon, Ohio 44139. The business addresses of Messrs.
Ruud, Buerkle, Beam, Harada and Tunstall are: Mr. Ruud -- Ruud Lighting,
Inc., 9201 Washington Avenue, Racine, Wisconsin 53406; Mr. Buerkle -- S.C.
Johnson & Son, Inc., 1525 Howe Street, Racine, Wisconsin 53403; Mr.
Beam -- Pepper Capital Corporation, 30195 Chagrin Boulevard, Suite 114N,
Pepper Pike, Ohio 44124; Mr. Harada -- Koto Electric Co., Ltd., Bunmeido
Bldg., 7th Floor, 3-16-5, Taito, Taito-Ku, Tokyo 110, Japan; and Mr.
Tunstall -- Tunstall Consulting, Inc., 13153 North Dale Mabry, Suite 200,
Tampa, Florida, 33618.
(2) Shares beneficially owned include the following shares which may be acquired
within 60 days of the date of this proxy by exercise of options granted
pursuant to the incentive award plans: Mr. Beam -- 12,840 shares; Mr.
Filson -- 20,340 shares; Mr. Harada -- 9,600 shares; Mr. Tunstall -- 9,000
shares; Mr. Sucic -- 8,550 shares. Percentage ownership is calculated on the
basis of shares outstanding, plus shares which may be acquired within 60
days of the date of the proxy upon exercise of all options granted pursuant
to the incentive award plans, totaling 655,155 shares.
(3) Includes 1,928,070 shares owned by Mr. Hellman individually; 125,000 shares
owned by a limited liability company ("Hellman Ltd.") of which Mr. Hellman
is the manager and as to which Mr. Hellman has sole voting and investment
power; 50,000 shares owned by a private charitable foundation established by
Mr. Hellman and as to which Mr. Hellman has sole voting and investment
power; 70,414 shares beneficially owned by certain shareholders of the
Company held under a voting trust which expires in 2005 (the "Trust") and
2,298,776 shares formerly subject to the Trust as to which Mr. Hellman holds
an irrevocable proxy under similar terms. These shares, totaling 2,369,190,
are referred to herein as the "Trust Shares." The Trust Shares include all
shares individually owned by Mr. Louis S. Fisi, Mr. David L. Jennings, Mr.
Robert S. Roller and Mr. Juris Sulcs, Ms. Christine Hellman and Ms. Lisa
Hellman, the estate of James Sarver, and trusts for the benefit of Mr.
Roller's children. The Trust Shares also include shares owned by Mr. Brian
Hellman. Pursuant to the terms of the Trust and the irrevocable proxies, Mr.
Wayne Hellman is empowered to vote the Trust Shares for all purposes at his
sole discretion, but is not provided with investment power with respect to
the Trust Shares. Beneficial owners of the Trust Shares may remove the
shares from the Trust or release the shares from the irrevocable proxy, as
the case may be, to effect a bona fide sale free of the restrictions of the
Trust. All share distributions on account of the Trust Shares become subject
to the Trust, and all cash and other nonshare distributions on account of
the Trust Shares are to be paid over to the grantors of the Trust. The
expiration of the Trust may be accelerated under certain circumstances. Mr.
Hellman does not receive
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<PAGE> 67
any compensation for serving as voting trustee of the Trust. Also includes
shares beneficially owned by Mr. Hellman's wife as to which Mr. Hellman
disclaims beneficial ownership, consisting of 25,861 shares owned and 6,750
shares subject to options exercisable within 60 days of the date hereof.
(4) Mr. Ruud has the sole power to vote 3,440,300 shares of Common Stock of
which 1,497,143 shares of Common Stock are subject to the terms of a voting
trust agreement dated January 2, 1998 (the "Voting Trust") or an irrevocable
proxy similar to the irrevocable proxies held by Mr. Hellman, discussed
above (collectively, the "Voting Trust Shares"), and the sole power to
dispose of 1,943,157 shares of Common Stock. The purpose of the Voting Trust
Agreement and proxies is to provide Mr. Ruud with the power to vote all of
the 1,497,143 shares of Common Stock held by the signatories to the Voting
Trust Agreement. The Voting Trust Shares include all shares individually
owned by Messrs. Donald Wandler, Theodore O. Sokoly, Christopher A. Ruud,
and Ms. Cynthia A. Johnson.
(5) All individually owned shares are Trust Shares subject to voting control by
Mr. Hellman.
(6) Includes 142,268 shares owned by Venture Lighting, Japan, of which Mr.
Harada is chief executive officer. Mr. Harada disclaims beneficial ownership
of these shares.
(7) Includes 748 shares purchased via the Employee Stock Purchase Plan by Mr.
Sucic.
DESCRIPTION OF CERTAIN INDEBTEDNESS
On January 2, 1998, the Company replaced its then outstanding Loan
Agreement and other borrowings in North America with the $85 million Credit
Facility provided by several North American financial institutions. The Credit
Facility has been amended. On October 19, 1998 the Company voluntarily reduced
the maximum commitment under the Credit Facility to $65 million from $85
million. The Company is currently discussing an additional amendment to the
Credit Facility with the financial institutions. Set forth below is a summary
description of the Credit Facility, as amended to date.
The Credit Facility matures on December 31, 2000, subject to extension as
provided therein. Interest rates on loans outstanding are based, at the
Company's option, on (i) the London Interbank Offered Rate ("LIBOR") or (ii) the
"Alternate Rate," which is the greater of (a) the agent bank's prime rate and
(b) the federal funds rate in effect from time to time plus 0.5%. The interest
rates based on LIBOR may range between LIBOR plus 1.00% and LIBOR plus 2.25%.
The interest rates based on the Alternate Rate may range between the Alternate
Rate and the Alternate Rate plus .25%. The Company is also obligated to pay
commitment fees of between .20% and .375% on the unused portion of the Credit
Facility. The Credit Facility is secured by substantially all of the personal
property of the Company and each of its North American subsidiaries and a pledge
of stock of each of the Company's principal subsidiaries. The Credit Facility
contains certain affirmative and negative covenants customary for this type of
agreement, including restrictions on incurrence of debt, changes in business,
acquisitions, consolidations, mergers or sale of assets, liens, loans and
guaranty obligations, certain leases, capital expenditures, minimum consolidated
tangible net worth, transactions with affiliates and sale/leaseback
transactions. Furthermore, the Credit Facility contains certain financial
covenants that require the Company to maintain specified ratios, including (i) a
ratio of total debt to EBITDA of not more than (a) 5.50 to 1.00 and (ii) a ratio
of the sum of (a) EBIT and (b) amortization to total interest expense of 4.00 to
1.00. For calculation of these ratios, EBIT is increased by $35,020,000,
effectively eliminating the effect of noncash charges taken by the Company in
the quarter ended March 31, 1998. The Credit Facility provides also for
customary events of default, including defaults on other indebtedness and final
judgments of $500,000 or more.
THE EXCHANGE OFFER
PURPOSE OF THE EXCHANGE OFFER
In connection with the sale of the Old Notes, the Company entered into the
Registration Rights Agreement with the Placement Agent, pursuant to which the
Company agreed to use its reasonable best efforts to consummate an exchange
offer with respect to the exchange of the Old Notes pursuant to an effective
registration statement for debt securities with terms identical in all material
respects to the terms of the Old Notes, except that
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(i) the New Notes will have been registered under the Securities Act and
therefore will not be subject to certain restrictions on transfer applicable to
the Old Notes and will not be entitled to registration and other rights under
the Registration Rights Agreement, and (ii) the New Notes will not provide for
any increase in the interest rate thereon. In that regard, the Old Notes
provide, among other things, that, if the Exchange Offer is not consummated by
September 13, 1998, the interest rate borne by the Old Notes following September
13, 1998 will increase by 0.50% per annum until the Exchange Offer is
consummated. Upon consummation of the Exchange Offer, Holders of Old Notes will
not be entitled to any increased rate of interest thereon or any further
registration rights under the Registration Rights Agreement, except that the
Placement Agent may have certain registration rights under limited
circumstances. See "Risk Factors -- Certain Consequences of a Failure to
Exchange Old Notes" and "Description of the Old Notes."
The Exchange Offer is not being made to, nor will the Company accept
tenders for exchange from, holders of Old Notes in any jurisdiction in which the
Exchange Offer or the acceptance thereof would not be in compliance with the
securities or blue sky laws of such jurisdiction.
TERMS OF THE EXCHANGE
The Company hereby offers, upon the terms and subject to the conditions set
forth in this Prospectus and in the accompanying Letter of Transmittal, to
exchange up to $100,000,000 aggregate principal amount of New Notes for a like
aggregate principal amount of Old Notes properly tendered on or prior to the
Expiration Date (as defined below) and not properly withdrawn in accordance with
the procedures described below. The Company will issue, promptly after the
Expiration Date, an aggregate principal amount of up to $100,000,000 of New
Notes in exchange for a like principal amount of outstanding Old Notes tendered
and accepted in connection with the Exchange Offer. Holders may tender their Old
Notes in whole or in part in a principal amount of $1,000 and integral multiples
thereof.
The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered. As of the date of this Prospectus $100,000,000 aggregate
principal amount of the Old Notes is outstanding.
Holders of Old Notes do not have any appraisal or dissenters' rights in
connection with the Exchange Offer. Old Notes which are not tendered for
exchange or are tendered but not accepted in connection with the Exchange Offer
will remain outstanding and be entitled to the benefits of the Indenture, but
will not be entitled to any further registration rights under the Registration
Rights Agreement, except that the Placement Agent may have certain registration
rights under limited circumstances.
If any tendered Old Notes are not accepted for exchange because of an
invalid tender, the occurrence of certain other events set forth herein or
otherwise, certificates for any such unaccepted Old Notes will be returned,
without expense, to the tendering holder thereof promptly after the Expiration
Date.
Holders who tender Old Notes in connection with the Exchange Offer will not
be required to pay brokerage commissions or fees or, subject to the instructions
in the Letter of Transmittal, transfer taxes with respect to the exchange of Old
Notes in connection with the Exchange Offer. The Company will pay all charges
and expenses, other than certain applicable taxes described below, in connection
with the Exchange Offer. See " -- Fees and Expenses."
NEITHER THE BOARD OF DIRECTORS OF THE COMPANY NOR THE COMPANY MAKES ANY
RECOMMENDATION TO HOLDERS OF OLD NOTES AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING ALL OR ANY PORTION OF THEIR OLD NOTES PURSUANT TO THE EXCHANGE OFFER.
IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS
OF OLD NOTES MUST MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE
EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF OLD NOTES TO TENDER AFTER
READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH THEIR
ADVISERS, IF ANY, BASED ON THEIR OWN FINANCIAL POSITION AND REQUIREMENTS.
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EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The term "Expiration Date" means 5:00 p.m., New York City time, on
, 1999 unless the Exchange Offer is extended by the Company (in
which case the term "Expiration Date" shall mean the latest date and time to
which the Exchange Offer is extended).
The Company expressly reserves the right in its sole and absolute
discretion, subject to applicable law, at any time and from time to time, (i) to
delay the acceptance of the Old Notes for exchange, (ii) to terminate the
Exchange Offer (whether or not any Old Notes have theretofore been accepted for
exchange) if the Company determines, in its sole and absolute discretion, that
any of the events or conditions referred to under "-- Certain Conditions to the
Exchange Offer" have occurred or exist or have not been satisfied, (iii) to
extend the Expiration Date of the Exchange Offer and retain all Old Notes
tendered pursuant to the Exchange Offer, subject, however, to the right of
holders of Old Notes to withdraw their tendered Old Notes as described under "--
Withdrawal Rights," and (iv) to waive any condition or otherwise amend the terms
of the Exchange Offer in any respect. If the Exchange Offer is amended in a
manner determined by the Company to constitute a material change, or if the
Company waives a material condition of the Exchange Offer, the Company will
promptly disclose such amendment by means of a prospectus supplement that will
be distributed to the registered holders of the Old Notes, and the Company will
extend the Exchange Offer to the extent required by Rule 14e-1 under the
Exchange Act.
Any such delay in acceptance, extension, termination or amendment will be
followed promptly by oral or written notice thereof to the Exchange Agent and by
making a public announcement thereof, and such announcement in the case of an
extension will be made no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. Without limiting
the manner in which the Company may choose to make any public announcement and
subject to applicable law, the Company shall have no obligation to publish,
advertise or otherwise communicate any such public announcement other than by
issuing a release to the Dow Jones News Service.
ACCEPTANCE FOR EXCHANGE AND ISSUANCE OF NEW NOTES
Upon the terms and subject to the conditions of the Exchange Offer, the
Company will exchange, and will issue to the Exchange Agent, New Notes for Old
Notes validly tendered and not withdrawn (pursuant to the withdrawal rights
described under "-- Withdrawal Rights") promptly after the Expiration Date.
In all cases, delivery of New Notes in exchange for Old Notes tendered and
accepted for exchange pursuant to the Exchange Offer will be made only after
timely receipt by the Exchange Agent of (i) Old Notes or a book-entry
confirmation of a book-entry transfer of Old Notes into the Exchange Agent's
account at The Depository Trust Company ("DTC"), (ii) the Letter of Transmittal
(or facsimile thereof), properly completed and duly executed, with any required
signature guarantees, and (iii) any other documents required by the Letter of
Transmittal.
The term "book-entry confirmation" means a timely confirmation of a
book-entry transfer of Old Notes into the Exchange Agent's account at DTC.
Subject to the terms and conditions of the Exchange Offer, the Company will
be deemed to have accepted for exchange, and thereby exchanged, Old Notes
validly tendered and not withdrawn as, if and when the Company gives oral or
written notice to the Exchange Agent of the Company's acceptance of such Old
Notes for exchange pursuant to the Exchange Offer. The Exchange Agent will act
as agent for the Company for the purpose of receiving tenders of Old Notes,
Letters of Transmittal and related documents, and as agent for tendering holders
for the purpose of receiving Old Notes, Letters of Transmittal and related
documents and transmitting New Notes to validly tendering holders. Such exchange
will be made promptly after the Expiration Date. If, for any reason whatsoever,
acceptance for exchange or the exchange of any Old Notes tendered pursuant to
the Exchange Offer is delayed (whether before or after the Company's acceptance
for exchange of Old Notes) or the Company extends the Exchange Offer or is
unable to accept for exchange or exchange Old Notes tendered pursuant to the
Exchange Offer, then, without prejudice to the Company's rights set forth
herein, the Exchange Agent may, nevertheless, on behalf of the Company and
subject to Rule 14e-1(c) under the Exchange Act, retain
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tendered Old Notes and such Old Notes may not be withdrawn except to the extent
tendering holders are entitled to withdrawal rights as described under "--
Withdrawal Rights."
Pursuant to the Letter of Transmittal, a holder of Old Notes will warrant
and agree in the Letter of Transmittal that it has full power and authority to
tender, exchange, sell, assign and transfer Old Notes, that the Company will
acquire good, marketable and unencumbered title to the tendered Old Notes, free
and clear of all liens, restrictions, charges and encumbrances, and the Old
Notes tendered for exchange are not subject to any adverse claims or proxies.
The holder also will warrant and agree that it will, upon request, execute and
deliver any additional documents deemed by the Company or the Exchange Agent to
be necessary or desirable to complete the exchange, sale, assignment, and
transfer of the Old Notes tendered pursuant to the Exchange Offer.
PROCEDURES FOR TENDERING OLD NOTES
VALID TENDER. Except as set forth below, in order for Old Notes to be
validly tendered pursuant to the Exchange Offer, a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, must be received by the
Exchange Agent at one of its addresses set forth under "-- Exchange Agent," and
either (i) tendered Old Notes must be received by the Exchange Agent, or (ii)
such Old Notes must be tendered pursuant to the procedures for book-entry
transfer set forth below and a book-entry confirmation must be received by the
Exchange Agent, in each case on or prior to the Expiration Date, or (ii) the
guaranteed delivery procedures set forth below must be complied with.
If less than all of the Old Notes are tendered, a tendering holder should
fill in the amount of Old Notes being tendered in the appropriate box on the
Letter of Transmittal. The entire amount of Old Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, RETURN RECEIPT
REQUESTED, PROPERLY INSURED, OR AN OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN
ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
BOOK-ENTRY TRANSFER. The Exchange Agent will establish an account with
respect to the Old Notes at DTC for purposes of the Exchange Offer within two
business days after the date of this Prospectus. Any financial institution that
is a participant in DTC's book-entry transfer facility system may make a
book-entry delivery of the Old Notes by causing DTC to transfer such Old Notes
into the Exchange Agent's account at DTC in accordance with DTC's procedures for
transfers. However, although delivery of Old Notes may be effected through
book-entry transfer into the Exchange Agent's account at DTC, the Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees and any other required documents, must in any
case be delivered to and received by the Exchange Agent at its address set forth
under "-- Exchange Agent" on or prior to the Expiration Date, or the guaranteed
delivery procedure set forth below must be complied with.
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
SIGNATURE GUARANTEES. Certificates for the Old Notes need not be endorsed
and signature guarantees on the Letter of Transmittal are unnecessary unless (a)
a certificate for the Old Notes is registered in a name other than that of the
person surrendering the certificate or (b) such registered holder completes the
box entitled "Special Issuance Instructions" or "Special Delivery Instructions"
in the Letter of Transmittal. In the case of (a) or (b) above, such certificates
for Old Notes must be duly endorsed or accompanied by a properly executed bond
power, with the endorsement or signature on the bond power and on the Letter of
Transmittal guaranteed by a firm or other entity identified in Rule 17Ad-15
under the Exchange Act as an "eligible guarantor institution," including (as
such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal
securities broker or dealer or government securities broker or dealer; (iii) a
credit union; (iv) a national securities exchange, registered securities
association or clearing agency; or (v) a savings association that is a
participant in a Securities Transfer
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Association (an "Eligible Institution"), unless surrendered on behalf of such
Eligible Institution. See Instruction 1 to the Letter of Transmittal.
GUARANTEED DELIVERY. If a holder desires to tender Old Notes pursuant to
the Exchange Offer and the certificates for such Old Notes are not immediately
available or time will not permit all required documents to reach the Exchange
Agent on or before the Expiration Date, or the procedures for book-entry
transfer cannot be completed on a timely basis, such Old Notes may nevertheless
be tendered, provided that all of the following guaranteed delivery procedures
are complied with:
(i) such tenders are made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form accompanying the Letter of Transmittal,
is received by the Exchange Agent, as provided below, on or prior to the
Expiration Date; and
(iii) the certificates (or a book-entry confirmation) representing all
tendered Old Notes, in proper form for transfer, together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
with any required signature guarantees and any other documents required by
the Letter of Transmittal, are received by the Exchange Agent within three
New York Stock Exchange trading days after the date of execution of such
Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand, or transmitted
by facsimile or mail to the Exchange Agent and must include a guarantee by an
Eligible Institution in the form set forth in such notice.
Notwithstanding any other provision hereof, the delivery of New Notes in
exchange for Old Notes tendered and accepted for exchange pursuant to the
Exchange Offer will in all cases be made only after timely receipt by the
Exchange Agent of Old Notes, or of a book-entry confirmation with respect to
such Old Notes, and a properly completed and duly executed Letter of Transmittal
(or facsimile thereof), together with any required signature guarantees and any
other documents required by the Letter of Transmittal. Accordingly, the delivery
of New Notes might not be made to all tendering holders at the same time, and
will depend upon when Old Notes, book-entry confirmations with respect to Old
Notes and other required documents are received by the Exchange Agent.
The Company's acceptance for exchange of Old Notes tendered pursuant to any
of the procedures described above will constitute a binding agreement between
the tendering holder and the Company upon the terms and subject to the
conditions of the Exchange Offer.
DETERMINATION OF VALIDITY. All questions as to the form of documents,
validity, eligibility (including time of receipt) and acceptance for exchange of
any tendered Old Notes will be determined by the Company, in its sole
discretion, whose determination shall be final and binding on all parties. The
Company reserves the absolute right, in its sole and absolute discretion, to
reject any and all tenders determined by it not to be in proper form or the
acceptance of which, or exchange for, may, in the view of counsel to the
Company, be unlawful. The Company also reserves the absolute right, subject to
applicable law, to waive any of the conditions of the Exchange Offer as set
forth under "-- Certain Conditions to the Exchange Offer" or any condition or
irregularity in any tender of Old Notes of any particular holder whether or not
similar conditions or irregularities are waived in the case of other holders.
The Company's interpretation of the terms and conditions of the Exchange
Offer (including the Letter of Transmittal and the instructions thereto) will be
final and binding. No tender of Old Notes will be deemed to have been validly
made until all irregularities with respect to such tender have been cured or
waived. Neither the Company, any affiliates or assigns of the Company, the
Exchange Agent nor any other person shall be under any duty to give any
notification of any irregularities in tenders or incur any liability for failure
to give any such notification.
If any Letter of Transmittal, endorsement, bond power, power of attorney,
or any other document required by the Letter of Transmittal is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing and, unless waived by the Company,
proper evidence satisfactory to the Company, in its sole discretion, of such
person's authority to so act must be submitted.
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A beneficial owner of Old Notes that are held by or registered in the name
of a broker, dealer, commercial bank, trust company or other nominee or
custodian is urged to contact such entity promptly if such beneficial holder
wishes to participate in the Exchange Offer.
RESALES OF NEW NOTES
The Company is making the Exchange Offer in reliance on the position of the
staff of the Division of Corporation Finance of the Commission as set forth in
certain interpretive letters addressed to third parties in other transactions.
However, the Company has not sought its own interpretive letter and there can be
no assurance that the staff of the Division of Corporation Finance of the
Commission would make a similar determination with respect to the Exchange Offer
as it has in such interpretive letters to third parties. Based on these
interpretations by the staff of the Division of Corporation Finance, and subject
to the two immediately following sentences, the Company believes that New Notes
issued pursuant to this Exchange Offer in exchange for Old Notes may be offered
for resale, resold and otherwise transferred by a holder thereof (other than a
holder who is a broker-dealer) without further compliance with the registration
and prospectus delivery requirements of the Securities Act, provided that such
New Notes are acquired in the ordinary course of such holder's business and that
such holder is not participating, and has no arrangement or understanding with
any person to participate, in a distribution (within the meaning of the
Securities Act) of such New Notes. However, any holder of Old Notes who is an
"affiliate" of the Company or who intends to participate in the Exchange Offer
for the purpose of distributing New Notes, or any broker-dealer who purchased
Old Notes from the Company to resell pursuant to Rule 144A or any other
available exemption under the Securities Act, (a) will not be able to rely on
the interpretations of the staff of the Division of Corporation Finance of the
Commission set forth in the above-mentioned interpretive letters, (b) will not
be permitted or entitled to tender such Old Notes in the Exchange Offer and (c)
must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any sale or other transfer of such Old Notes
unless such sale is made pursuant to an exemption from such requirements. In
addition, as described below, if any broker-dealer holds Old Notes acquired for
its own account as a result of market-making or other trading activities and
exchanges such Old Notes for New Notes, then such broker-dealer must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resales of such New Notes.
Each holder of Old Notes who wishes to exchange Old Notes for New Notes in
the Exchange Offer will be required to represent that (i) it is not an
"affiliate" of the Company, (ii) any New Notes to be received by it are being
acquired in the ordinary course of its business, (iii) it has no arrangement or
understanding with any person to participate in a distribution (within the
meaning of the Securities Act) of such New Notes, and (iv) if such holder is not
a broker-dealer, such holder is not engaged in, and does not intend to engage
in, a distribution (within the meaning of the Securities Act) of such New Notes.
Each broker-dealer that receives New Notes for its own account pursuant to the
Exchange Offer must acknowledge that it acquired the Old Notes for its own
account as the result of market-making activities or other trading activities
and must agree that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. Based on the position taken by the staff of the
Division of Corporation Finance of the Commission in the interpretive letters
referred to above, the Company believes that broker-dealers who acquired Old
Notes for their own accounts as a result of market-making activities or other
trading activities ("Participating Broker-Dealers") may fulfill their prospectus
delivery requirements with respect to the New Notes received upon exchange of
such Old Notes (other than Old Notes which represent an unsold allotment from
the original sale of the Old Notes) with a prospectus meeting the requirements
of the Securities Act, which may be the prospectus prepared for an exchange
offer so long as it contains a description of the plan of distribution with
respect to the resale of such New Notes. Accordingly, this Prospectus, as it may
be amended or supplemented from time to time, may be used by a Participating
Broker-Dealer during the period referred to below in connection with resales of
New Notes received in exchange for Old Notes where such Old Notes were acquired
by such Participating Broker-Dealer for its own account as a result of
market-making or other trading activities. Subject to certain provisions set
forth in the Registration Rights Agreement, the Company has agreed that this
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Participating Broker-Dealer in connection with resales of such New Notes
for a period
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ending 90 days after the Expiration Date (subject to extension under certain
limited circumstances described below) or, if earlier, when all such New Notes
have been disposed of by such Participating Broker-Dealer. See "Plan of
Distribution." Any Participating Broker-Dealer who is an "affiliate" of the
Company may not rely on such interpretive letters and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.
In that regard, each Participating Broker-Dealer who surrenders Old Notes
pursuant to the Exchange Offer will be deemed to have agreed, by execution of
the Letter of Transmittal, that, upon receipt of notice from the Company of the
occurrence of any event or the discovery of any fact which makes any statement
contained or incorporated by reference in this Prospectus untrue in any material
respect or which causes this Prospectus to omit to state a material fact
necessary in order to make the statements contained or incorporated by reference
herein, in light of the circumstances under which they were made, not misleading
or of the occurrence of certain other events specified in the Registration
Rights Agreement, such Participating Broker-Dealer will suspend the sale of New
Notes pursuant to this Prospectus until the Company has amended or supplemented
this Prospectus to correct such misstatement or omission and has furnished
copies of the amended or supplemented Prospectus to such Participating
Broker-Dealer or the Company has given notice that the sale of the New Notes may
be resumed, as the case may be. If the Company gives such notice to suspend the
sale of the New Notes, it shall extend the 90-day period referred to above
during which Participating Broker-Dealers are entitled to use this Prospectus in
connection with the resale of New Notes by the number of days during the period
from and including the date of the giving of such notice to and including the
date when Participating Broker-Dealers shall have received copies of the amended
or supplemented Prospectus necessary to permit resales of the New Notes or to
and including the date on which the Company has given notice that the sale of
New Notes may be resumed, as the case may be.
WITHDRAWAL RIGHTS
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time on or prior to the Expiration Date.
In order for a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission of such notice of withdrawal must be timely received by
the Exchange Agent at one of its addresses set forth under "--Exchange Agent" on
or prior to the Expiration Date. Any such notice of withdrawal must specify the
name of the person who tendered the Old Notes to be withdrawn, the aggregate
principal amount of Old Notes to be withdrawn, and (if certificates for such Old
Notes have been tendered) the name of the registered holder of the Old Notes as
set forth on the Old Notes, if different from that of the person who tendered
such Old Notes. If Old Notes have been delivered or otherwise identified to the
Exchange Agent, then prior to the physical release of such Old Notes, the
tendering holder must submit the serial numbers shown on the particular Old
Notes to be withdrawn and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution, except in the case of Old Notes tendered
for the account of an Eligible Institution. If Old Notes have been tendered
pursuant to the procedures for book-entry transfer set forth in "-- Procedures
for Tendering Old Notes," the notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawal of Old Notes, in
which case a notice of withdrawal will be effective if delivered to the Exchange
Agent by written, telegraphic, telex or facsimile transmission. Withdrawals of
tenders of Old Notes may not be rescinded. Old Notes properly withdrawn will not
be deemed validly tendered for purposes of the Exchange Offer, but may be
retendered at any subsequent time on or prior to the Expiration Date by
following any of the procedures described above under "-- Procedures for
Tendering Old Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all parties.
Neither the Company, any affiliates or assigns of the Company, the Exchange
Agent nor any other person shall be under any duty to give any notification of
any irregularities in any notice of withdrawal or incur any liability for
failure to give any such notification. Any Old Notes which have been tendered
but which are withdrawn will be returned to the holder thereof promptly after
withdrawal.
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INTEREST ON THE NEW NOTES
Each New Note will bear interest at the rate of 8.00% per annum from the
most recent date to which interest has been paid or duly provided for on the Old
Note surrendered in exchange for such New Note or, if no interest has been paid
or duly provided for on such Old Note, from March 18, 1998. Interest on the New
Notes will be payable semiannually on March 15 and September 15 of each year,
commencing on the first such date following the original issuance date of the
New Notes.
Holders of Old Notes whose Old Notes are accepted for exchange will not
receive accrued interest on such Old Notes for any period from and after the
last Interest Payment Date to which interest has been paid or duly provided for
on such Old Notes prior to the original issue date of the New Notes or, if no
such interest has been paid or duly provided for, will not receive any accrued
interest on such Old Notes, and will be deemed to have waived the right to
receive any interest on such Old Notes accrued from and after such Interest
Payment Date or, if no such interest has been paid or duly provided for, from
and after March 18, 1998.
CERTAIN CONDITIONS TO THE EXCHANGE OFFER
Notwithstanding any other provisions of the Exchange Offer, or any
extension of the Exchange Offer, the Company will not be required to accept for
exchange, or to exchange, any Old Notes for any New Notes and, as described
below, may terminate the Exchange Offer (whether or not any Old Notes have
theretofore been accepted for exchange) or may waive any conditions to or amend
the Exchange Offer, if any of the following events or conditions have occurred
or exists or have not been satisfied:
(a) the Exchange Offer, or the making of any exchange by a holder,
violates any applicable law or any applicable interpretation of the staff
of the Commission;
(b) any action or proceeding shall have been instituted or threatened
in any court or by or before any governmental agency or body with respect
to the Exchange Offer which, in the Company's judgment, would reasonably be
expected to impair the ability of the Company to proceed with the Exchange
Offer;
(c) any law, statute, rule or regulation shall have been adopted or
enacted which, in the Company's judgment, would reasonably be expected to
impair the ability of the Company to proceed with the Exchange Offer;
(d) a banking moratorium shall have been declared by United States
federal or Ohio or New York state authorities which, in the Company's
judgment, would reasonably be expected to impair the ability of the Company
to proceed with the Exchange Offer;
(e) trading on the New York Stock Exchange or generally in the United
States over-the-counter market shall have been suspended by order of the
Commission or any other governmental authority which, in the Company's
judgment, would reasonably be expected to impair the ability of the Company
to proceed with the Exchange Offer; or
(f) a stop order shall have been issued by the Commission or any state
securities authority suspending the effectiveness of the Registration
Statement or proceedings shall have been initiated or, to the knowledge of
the Company, threatened for that purpose.
If the Company determines in its sole and absolute discretion that any of
the foregoing events or conditions has occurred or exists or has not been
satisfied, the Company may, subject to applicable law, terminate the Exchange
Offer (whether or not any Old Notes have theretofore been accepted for exchange)
or may waive any such condition or otherwise amend the terms of the Exchange
Offer in any respect. If such waiver or amendment constitutes a material change
to the Exchange Offer, the Company will promptly disclose such waiver by means
of a prospectus supplement that will be distributed to the registered holders of
the Old Notes, and the Company will extend the Exchange Offer to the extent
required by Rule 14e-1 under the Exchange Act.
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EXCHANGE AGENT
The Bank of New York has been appointed as Exchange Agent for the Exchange
Offer. Delivery of the Letters of Transmittal and any other required documents,
questions, requests for assistance, and requests for additional copies of this
Prospectus or of the Letter of Transmittal should be directed to the Exchange
Agent as follows:
<TABLE>
<S> <C>
BY MAIL: BY OVERNIGHT DELIVERY OR HAND:
- --------------------------------------------- ---------------------------------------------
The Bank of New York The Bank of New York
101 Barclay Street, 7E 101 Barclay Street
New York, New York 10286 Corporate Trust Services Window
Attn: Reorganization Section, Ground Level
7E: Odell Romeo New York, New York 10286
(Registered or Certified Mail Recommended) Attn: Reorganization Section,
7E: Odell Romeo
</TABLE>
TO CONFIRM BY TELEPHONE OR FOR INFORMATION:
(212) 815-6337
FACSIMILE TRANSMISSIONS:
(212) 815-6339 (ELIGIBLE INSTITUTION ONLY)
Delivery to other than one of the above addresses or facsimile numbers will not
constitute a valid delivery.
FEES AND EXPENSES
The Company has agreed to pay the Exchange Agent reasonable and customary
fees for its services and will reimburse it for its reasonable out-of-pocket
expenses in connection therewith. The Company will also pay brokerage houses and
other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this Prospectus and related documents
to the beneficial owners of Old Notes, and in handling or tendering for their
customers.
Holders who tender their Old Notes for exchange will not be obligated to
pay any transfer taxes in connection therewith. If, however, New Notes are to be
delivered to, or are to be issued in the name of, any person other than the
registered holder of the Old Notes tendered, or if a transfer tax is imposed for
any reason other than the exchange of Old Notes in connection with the Exchange
Offer, then the amount of any such transfer taxes (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with the Letter of Transmittal, the amount of such transfer taxes will
be billed directly to such tendering holder.
The Company will not make any payment to brokers, dealers or others
soliciting acceptances of the Exchange Offer.
DESCRIPTION OF THE NEW NOTES
The Old Notes were issued and the New Notes are to be issued under an
Indenture, to be dated as of March 18, 1998, between the Company, as issuer, and
The Bank of New York, as trustee (the "Trustee"). Copies of the Indenture and
the forms of certificates evidencing the Old and New Notes have been filed as an
exhibit to the Registration Statement and are incorporated herein by reference.
The following summary of certain provisions of the Indenture and the Notes does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, all the provisions of the Indenture, including the definitions
of certain terms therein and those terms made a part of the Indenture by the
Trust Indenture Act of 1939, as amended. For definitions of certain capitalized
terms used in the following summary, see " -- Certain Definitions."
The Old Notes and the New Notes will constitute a single series of debt
securities under the Indenture. If the Exchange Offer is consummated, Holders of
the Old Notes who do not exchange their Old Notes for New Notes
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will vote together with the Holders of New Notes for all relevant purposes under
the Indenture. In that regard, the Indenture requires that certain actions by
the holders thereunder (including acceleration following an Event of Default)
must be taken, and certain rights must be exercised, by specified minimum
percentages of the aggregate principal amount of the outstanding Notes. In
determining whether Holders of the requisite percentage in principal amount have
given any notice, consent or waiver or taken any other action permitted under
the Indenture, any Old Notes which remain outstanding after the Exchange Offer
will be aggregated with the New Notes and the Holders of such Old Notes and New
Notes will vote together as a single series for all such purposes. Accordingly,
all references herein to specified percentages in aggregate principal amount of
the outstanding Notes shall be deemed to mean, at any time after the Exchange
Offer is consummated, such percentage in aggregate principal amount of the Old
Notes and New Notes then outstanding.
The New Notes and the Old Notes are sometimes referred to as, collectively,
the "Notes" and, individually, a "Note."
GENERAL
The Notes will be unsecured unsubordinated obligations of the Company,
initially limited to $100 million aggregate principal amount, and will mature on
March 15, 2008. Each Note will bear interest at 8.00% per annum from March 18,
1998 or from the most recent Interest Payment Date to which interest has been
paid or provided for, payable semiannually (to Holders of record at the close of
business on the March 1 or September 1 immediately preceding Interest Payment
Date) on March 15 and September 15 of each year, commencing with the first
Interest Payment Date occurring after the date of original issuance of such
Note.
Each Note will cease to bear interest from the maturity date or any
redemption date unless, upon due presentation, payment of principal is
improperly withheld or refused. In such event, the relevant Note shall continue
to bear interest at the rate per annum shown on the front cover page hereof
(both before and after judgment) until the day on which all sums due in respect
of such Note up to that day are received by or on behalf of the relevant Holder.
Interest on the Notes will be calculated on the basis of a 360-day year of
twelve 30-day months and, in the case of an incomplete month, the number of days
elapsed.
Principal of, premium, if any, and interest on the Notes will be payable,
and the Notes may be exchanged or transferred, at the office or agency of the
Company in the Borough of Manhattan, The City of New York (which initially will
be the corporate trust office of the Trustee at 101 Barclay Street, New York,
New York 10286); provided that, at the option of the Company, payment of
interest may be made by check mailed to the Holders at their addresses as they
appear in the Security Register.
The Notes will be issued only in fully registered form, without coupons, in
denominations of $1,000 of principal amount and any integral multiple thereof.
See "--Book-Entry; Delivery and Form." No service charge will be made for any
registration of transfer or exchange of Notes, but the Company may require
payment of a sum sufficient to cover any transfer tax or other similar
governmental charge payable in connection therewith.
Subject to the covenants described below under "Covenants" and applicable
law, the Company may issue additional Notes under the Indenture. The New Notes
offered hereby together with the Old Notes and any additional Notes subsequently
issued would be treated as a single class for all purposes under the Indenture.
Subject to applicable law, the Trustee and the paying agents shall pay to
the Company upon written request any monies held by them for the payment of
principal or interest that remains unclaimed for two years, and, thereafter,
Holders entitled to such monies must look to the Company for payment as general
creditors.
The Company may at any time purchase New Notes in the open market or
otherwise at any price.
OPTIONAL REDEMPTION
The Notes will be redeemable, at the Company's option, in whole or in part,
at any time or from time to time, on or after March 15, 2003 and prior to
maturity, upon not less than 30 nor more than 60 days' prior notice mailed by
first class mail to each Holder's last address as it appears in the Security
Register, at the following Redemption Prices (expressed in percentages of
principal amount), plus accrued and unpaid interest, if any, to the
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Redemption Date (subject to the right of Holders of record on the relevant
Regular Record Date that is on or prior to the Redemption Date to receive
interest due on an Interest Payment Date), if redeemed during the 12-month
period commencing March 15, of the years set forth below:
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
---- ----------------
<S> <C>
2003........................................................ 104.000%
2004........................................................ 102.667
2005........................................................ 101.333
2006 and thereafter......................................... 100.000
</TABLE>
In addition, at any time and from time to time prior to March 15, 2001, the
Company may redeem up to 35% of the principal amount of the Notes with the
proceeds to the Company from one or more Public Equity Offerings, at any time or
from time to time in part, at a Redemption Price (expressed as a percentage of
principal amount) of 108%, plus accrued and unpaid interest to the Redemption
Date (subject to the rights of Holders of record on the relevant Regular Record
Date that is prior to the Redemption Date to receive interest due on an Interest
Payment Date); provided that after any such redemption Notes representing at
least 65% of the Notes originally issued remain outstanding and that notice of
such redemption is mailed within 60 days of such Public Equity Offering.
In the case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee in compliance with the requirements of
the principal national securities exchange or automated quotation system, if
any, on which the Notes are listed or, if the Notes are not listed on a national
securities exchange or automated quotation system, by lot or by such other
method as the Trustee in its sole discretion shall deem to be fair and
appropriate; provided that no Note of $1,000 in principal amount or less shall
be redeemed in part. If any Note is to be redeemed in part only, the notice of
redemption relating to such Note shall state the portion of the principal amount
thereof to be redeemed. A new Note in principal amount equal to the unredeemed
portion thereof will be issued in the name of the Holder thereof upon
cancellation of the original Note. Such new Notes can be obtained at the offices
of the paying agents and transfer agents.
SINKING FUND
There will be no sinking fund payments for the Notes.
RANKING
The Notes will be unsecured senior indebtedness ranking pari passu with
existing and future unsubordinated unsecured indebtedness and senior in right of
payment to all subordinated indebtedness of the Company. The Notes will be
effectively subordinated to all secured indebtedness of the Company and its
subsidiaries with respect to the collateral securing such indebtedness, and the
New Notes will be effectively subordinated to all liabilities of the Company's
subsidiaries, including trade payables. At September 30, 1998, the Company had
approximately $154.0 million of indebtedness outstanding, including
approximately $16.5 million of indebtedness of the Company's subsidiaries, and
the Company's subsidiaries had approximately $27.9 million of additional
liabilities. At September 30, 1998, the Company and its subsidiaries also had
$12.7 million available (subject to financial ratio compliance and other
limitations) to be drawn under the Credit Facility, which is secured by
substantially all of the personal property of the Company and each of its North
American subsidiaries and a pledge of stock of each of the Company's principal
subsidiaries. See "Risk Factors -- Leverage" and "-- Priority of Secured
Creditors; Holding Company Structure."
CERTAIN DEFINITIONS
Set forth below is a summary of certain of the defined terms used in the
covenants and other provisions of the Indenture and the Notes. Reference is made
to the Indenture and the Notes for the full definition of all terms as well as
any other capitalized term used herein for which no definition is provided.
"Acquired Indebtedness" means Indebtedness of a Person existing at the time
such Person becomes a Restricted Subsidiary or assumed in connection with an
Asset Acquisition by a Restricted Subsidiary and not
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Incurred in connection with, or in anticipation of, such Person becoming a
Restricted Subsidiary or such Asset Acquisition; provided that Indebtedness of
such Person which is redeemed, defeased, retired or otherwise repaid at the time
of or immediately upon consummation of the transactions by which such Person
becomes a Restricted Subsidiary or such Asset Acquisition shall not be Acquired
Indebtedness.
"Adjusted Consolidated Net Income" means, for any period, the aggregate net
income (or loss) of the Company and its Restricted Subsidiaries for such period
determined in conformity with GAAP; provided that the following items shall be
excluded in computing Adjusted Consolidated Net Income (without duplication):
(i) the net income of any Person that is not a Restricted Subsidiary, except to
the extent of the amount of dividends or other distributions actually paid to
the Company or any of its Restricted Subsidiaries by such Person during such
period; (ii) solely for the purposes of calculating the amount of Restricted
Payments that may be made pursuant to clause (C) of the first paragraph of the
"Limitation on Restricted Payments" covenant described below (and in such case,
except to the extent includable pursuant to clause (i) above), the net income
(or loss) of any Person accrued prior to the date it becomes a Restricted
Subsidiary or is merged into or consolidated with the Company or any of its
Restricted Subsidiaries or all or substantially all of the property and assets
of such Person are acquired by the Company or any of its Restricted
Subsidiaries; (iii) the net income of any Restricted Subsidiary to the extent
that the declaration or payment of dividends or similar distributions by such
Restricted Subsidiary of such net income is not at the time permitted by the
operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to such
Restricted Subsidiary; (iv) any gains or losses (on an after-tax basis)
attributable to Asset Sales; (v) except for purposes of calculating the amount
of Restricted Payments that may be made pursuant to clause (C) of the first
paragraph of the "Limitation on Restricted Payments" covenant described below,
any amount paid or accrued as dividends on Preferred Stock of the Company or any
Restricted Subsidiary owned by Persons other than the Company and any of its
Restricted Subsidiaries; and (vi) all extraordinary gains and extraordinary
losses (on an after-tax basis).
"Adjusted Consolidated Net Tangible Assets" means the total amount of
assets of the Company and its Restricted Subsidiaries (less applicable
depreciation, amortization and other valuation reserves), except to the extent
resulting from write-ups of capital assets (excluding write-ups in connection
with accounting for acquisitions in conformity with GAAP), after deducting
therefrom (i) all current liabilities of the Company and its Restricted
Subsidiaries (excluding intercompany items) and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, all as set forth on the most recent quarterly or annual
consolidated balance sheet of the Company and its Restricted Subsidiaries,
prepared in conformity with GAAP and filed with the Commission or provided to
the Trustee pursuant to the "Commission Reports and Reports to Holders"
covenant.
"Affiliate" means, as applied to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.
"Asset Acquisition" means (i) an investment by the Company or any of its
Restricted Subsidiaries in any other Person pursuant to which such Person shall
become a Restricted Subsidiary or shall be merged into or consolidated with the
Company or any of its Restricted Subsidiaries; provided that such Person's
primary business is related, ancillary or complementary to the businesses of the
Company and its Restricted Subsidiaries on the date of such investment or (ii)
an acquisition by the Company or any of its Restricted Subsidiaries of the
property and assets of any Person other than the Company or any of its
Restricted Subsidiaries that constitute substantially all of a division or line
of business of such Person; provided that the property and assets acquired are
related, ancillary or complementary to the businesses of the Company and its
Restricted Subsidiaries on the date of such acquisition.
"Asset Disposition" means the sale or other disposition by the Company or
any of its Restricted Subsidiaries (other than to the Company or another
Restricted Subsidiary) of (i) all or substantially all of the Capital Stock of
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any Restricted Subsidiary or (ii) all or substantially all of the assets that
constitute a division or line of business of the Company or any of its
Restricted Subsidiaries.
"Asset Sale" means any sale, transfer or other disposition (including by
way of merger, consolidation or sale-leaseback transaction) in one transaction
or a series of related transactions by the Company or any of its Restricted
Subsidiaries to any Person other than the Company or any of its Restricted
Subsidiaries of (i) all or any of the Capital Stock of any Restricted
Subsidiary, (ii) all or substantially all of the property and assets of an
operating unit or business of the Company or any of its Restricted Subsidiaries
or (iii) any other property and assets (other than the Capital Stock or other
Investment in an Unrestricted Subsidiary) of the Company or any of its
Restricted Subsidiaries outside the ordinary course of business of the Company
or such Restricted Subsidiary and, in each case, that is not governed by the
provisions of the Indenture applicable to mergers, consolidations and sales of
assets of the Company; provided that "Asset Sale" shall not include (a) sales or
other dispositions of inventory, receivables and other current assets, (b)
sales, transfers or other dispositions of assets constituting a Restricted
Payment permitted to be made under the "Limitation on Restricted Payments"
covenant, or (c) sales or other dispositions of assets for consideration at
least equal to the fair market value of the assets sold or disposed of, to the
extent that the consideration received would satisfy clause (B) of the
"Limitation on Asset Sales" covenant.
"Average Life" means, at any date of determination with respect to any debt
security, the quotient obtained by dividing (i) the sum of the products of (a)
the number of years from such date of determination to the dates of each
successive scheduled principal payment of such debt security and (b) the amount
of such principal payment by (ii) the sum of all such principal payments.
"Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) in equity of such Person, whether outstanding on the
Closing Date or issued thereafter, including, without limitation, all Common
Stock and Preferred Stock.
"Capitalized Lease" means, as applied to any Person, any lease of any
property (whether real, personal or mixed) of which the discounted present value
of the rental obligations of such Person as lessee, in conformity with GAAP, is
required to be capitalized on the balance sheet of such Person.
"Capitalized Lease Obligations" means the discounted present value of the
rental obligations under a Capitalized Lease.
"Change of Control" means such time as (i) (a) a "person" or "group"
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) becomes
the ultimate "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act) of more than 35% of the total voting power of the Voting Stock of the
Company on a fully diluted basis and (b) such ownership represents a greater
percentage of the total voting power of the Voting Stock of the Company, on a
fully diluted basis, than may then be voted by the Existing Stockholders on such
date; or (ii) individuals who on the Closing Date constitute the Board of
Directors (together with any new or successor directors whose election by the
Board of Directors or whose nomination by the Board of Directors for election by
the Company's stockholders was approved by a vote of at least two-thirds of the
members of the Board of Directors on the date of their election or nomination)
cease for any reason to constitute a majority of the members of the Board of
Directors then in office.
"Closing Date" means the date on which the Old Notes were originally issued
under the Indenture.
"Consolidated EBITDA" means, for any period, Adjusted Consolidated Net
Income for such period plus, to the extent such amount was deducted in
calculating such Adjusted Consolidated Net Income, (i) Consolidated Interest
Expense, (ii) income taxes (other than income taxes (either positive or
negative) attributable to extraordinary gains or losses or Asset Sales or Asset
Dispositions), (iii) depreciation expense, (iv) amortization expense and (v) all
other non-cash items reducing Adjusted Consolidated Net Income (other than items
that will require cash payments and for which an accrual or reserve is, or is
required by GAAP to be, made), less all non-cash items increasing Adjusted
Consolidated Net Income, all as determined on a consolidated basis for the
Company and its Restricted Subsidiaries in conformity with GAAP; provided that,
if any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary,
Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in
accordance with GAAP) by an amount equal to (A) the amount of the Adjusted
Consolidated Net
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Income attributable to such Restricted Subsidiary multiplied by (B) the
percentage ownership interest in the income of such Restricted Subsidiary not
owned on the last day of such period by the Company or any of its Restricted
Subsidiaries.
"Consolidated Interest Expense" means, for any period, the aggregate amount
of interest in respect of Indebtedness (including, without limitation,
amortization of original issue discount on any Indebtedness and the interest
portion of any deferred payment obligation, calculated in accordance with the
effective interest method of accounting; all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing; the net costs associated with Interest Rate Agreements; and
Indebtedness that is Guaranteed or secured by the Company or any of its
Restricted Subsidiaries) and all but the principal component of rentals in
respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid
or to be accrued by the Company and its Restricted Subsidiaries during such
period; excluding, however, (i) any amount of such interest of any Restricted
Subsidiary if the net income of such Restricted Subsidiary is excluded in the
calculation of Adjusted Consolidated Net Income pursuant to clause (iii) of the
definition thereof (but only in the same proportion as the net income of such
Restricted Subsidiary is excluded from the calculation of Adjusted Consolidated
Net Income pursuant to clause (iii) of the definition thereof) and (ii) any
premiums, fees and expenses (and any amortization thereof) payable in connection
with the offering of the Notes, all as determined on a consolidated basis
(without taking into account Unrestricted Subsidiaries) in conformity with GAAP.
"Consolidated Net Worth" means, at any date of determination, stockholders'
equity as set forth on the most recently available quarterly or annual
consolidated balance sheet of the Company and its Restricted Subsidiaries (which
shall be as of a date not more than 90 days prior to the date of such
computation and which shall not take into account Unrestricted Subsidiaries),
less any amounts attributable to Disqualified Stock or any equity security
convertible into or exchangeable for Indebtedness, the cost of treasury stock
and the principal amount of any promissory notes receivable from the sale of the
Capital Stock of the Company or any of its Restricted Subsidiaries, each item to
be determined in conformity with GAAP (excluding the effects of foreign currency
exchange adjustments under Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 52).
"Credit Facility" means the Credit Facility dated as of January 2, 1998, as
amended on February 26, 1998, among the Company and the lenders party thereto
and any other lenders or borrowers from time to time party thereto, collateral
documents, instruments and agreements executed in connection therewith and any
amendments, supplements, substitutions, modifications, extensions, renewals,
restatements, replacement, refinancings or refundings thereof.
"Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement.
"Default" means any event that is, or after notice or the passage of time
or both would be, an Event of Default.
"Disqualified Stock" means any class or series of Capital Stock of any
Person that by its terms or otherwise is (i) required to be redeemed prior to
the Stated Maturity of the Notes, (ii) redeemable at the option of the holder of
such class or series of Capital Stock at any time prior to the Stated Maturity
of the Notes or (iii) convertible into or exchangeable for Capital Stock
referred to in clause (i) or (ii) above or Indebtedness having a scheduled
maturity prior to the Stated Maturity of the Notes; provided that any Capital
Stock that would not constitute Disqualified Stock but for provisions thereof
giving holders thereof the right to require such Person to repurchase or redeem
such Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the Stated Maturity of the Notes shall not constitute
Disqualified Stock if the "asset sale" or "change of control" provisions
applicable to such Capital Stock are no more favorable to the holders of such
Capital Stock than the provisions contained in "Limitation on Asset Sales" and
"Repurchase of Notes upon a Change of Control" covenants described below and
such Capital Stock specifically provides that such Person will not repurchase or
redeem any such stock pursuant to such provision prior to the Company's
repurchase of such Notes as are required to be repurchased pursuant to the
"Limitation on Asset Sales" and "Repurchase of Notes upon a Change of Control"
covenants described below.
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"Eligible Accounts Receivable" means at the time of reference thereto
accounts receivable as set forth on the most recent consolidated balance sheet
filed pursuant to the "Commission Reports and Reports to Holders" covenant, less
accounts receivable of Unrestricted Subsidiaries as of the date of such balance
sheet.
"Eligible Inventory" means at the time of reference thereto inventory as
set forth on the most recent consolidated balance sheet filed pursuant to the
"Commission Reports and Reports to Holders" covenant, less inventory of
Unrestricted Subsidiaries as of the date of such balance sheet.
"Existing Stockholders" means (i) Mr. Wayne R. Hellman, (ii) any trust to
the extent that any member of Wayne R. Hellman's family has "beneficial" (as
defined in Rule 13d-3 under the Exchange Act) ownership of the res thereof and
(iii) any "group" (within the meaning of Sections 13(d) and 14(d)(2) of the
Exchange Act) that includes parties specified in clauses (i) or (ii) above if
such parties "beneficially own" (within the meaning of Rule 13d-3 under the
Exchange Act) Voting Stock representing a majority of the voting power of the
Voting Stock owned by such group.
"Fair market value" means the price that would be paid in an arm's-length
transaction between an informed and willing seller under no compulsion to sell
and an informed and willing buyer under no compulsion to buy, as determined in
good faith by the Board of Directors, whose determination shall be conclusive if
evidenced by a Board Resolution.
"Foreign Subsidiaries" means Ballastronix Inc., Parry Power Systems, Ltd.
and any other Subsidiary of the Company incorporated or organized, as the case
may be, outside of the United States of America.
"GAAP" means generally accepted accounting principles in the United States
of America as in effect as of the Closing Date, including, without limitation,
those set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession. All ratios and computations contained or referred to in
the Indenture shall be computed in conformity with GAAP applied on a consistent
basis, except that calculations made for purposes of determining compliance with
the terms of the covenants and with other provisions of the Indenture shall be
made without giving effect to (i) the amortization of any expenses incurred in
connection with the offering of the Notes and (ii) except as otherwise provided,
the amortization of any amounts required or permitted to be amortized by
Accounting Principles Board Opinion Nos. 16 and 17, as subsequently modified or
amended, or the write-off of such amounts.
"Guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness of
such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep well, to purchase assets, goods, securities or services
(unless such purchase arrangements are on arm's-length terms and are entered
into in the ordinary course of business), to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); provided that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.
"Incur" means, with respect to any Indebtedness, to incur, create, issue,
assume, Guarantee or otherwise become liable for or with respect to, or become
responsible for, the payment of, contingently or otherwise, such Indebtedness,
including an "Incurrence" of Acquired Indebtedness; provided that neither the
accrual of interest nor the accretion of original issue discount shall be
considered an Incurrence of Indebtedness.
"Indebtedness" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of letters of credit or other similar instruments (including
reimbursement obligations with respect thereto, but excluding obligations with
respect to letters of credit (including trade letters of credit) securing
obligations (other than obligations
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described in (i) or (ii) above or (v), (vi) or (vii) below) entered into in the
ordinary course of business of such Person to the extent such letters of credit
are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed
no later than the third Business Day following receipt by such Person of a
demand for reimbursement), (iv) all obligations of such Person to pay the
deferred and unpaid purchase price of property or services, which purchase price
is due more than six months after the date of placing such property in service
or taking delivery and title thereto or the completion of such services, except
Trade Payables, (v) all Capitalized Lease Obligations, (vi) all Indebtedness of
other Persons secured by a Lien on any asset of such Person, whether or not such
Indebtedness is assumed by such Person; provided that the amount of such
Indebtedness shall be the lesser of (A) the fair market value of such asset at
such date of determination and (B) the amount of such Indebtedness, (vii) all
Indebtedness of other Persons Guaranteed by such Person to the extent such
Indebtedness is Guaranteed by such Person and (viii) to the extent not otherwise
included in this definition, obligations under Currency Agreements and Interest
Rate Agreements. The amount of Indebtedness of any Person at any date shall be
the outstanding balance at such date of all unconditional obligations as
described above and, with respect to contingent obligations, the maximum
liability upon the occurrence of the contingency giving rise to the obligation,
provided (A) that the amount outstanding at any time of any Indebtedness issued
with original issue discount is the face amount of such Indebtedness less the
remaining unamortized portion of the original issue discount of such
Indebtedness at such time as determined in conformity with GAAP, (B) that money
borrowed and set aside at the time of the Incurrence of any Indebtedness in
order to prefund the payment of the interest on such Indebtedness shall not be
deemed to be "Indebtedness" and (C) that Indebtedness shall not include any
liability for federal, state, local or other taxes.
"Interest Coverage Ratio" means, on any Transaction Date, the ratio of (i)
the aggregate amount of Consolidated EBITDA for the then most recent four fiscal
quarters prior to such Transaction Date for which reports have been filed with
the Commission pursuant to the "Commission Reports and Reports to Holders"
covenant (the "Four Quarter Period") to (ii) the aggregate Consolidated Interest
Expense during such Four Quarter Period. In making the foregoing calculation,
(A) pro forma effect shall be given to any Indebtedness Incurred or repaid
during the period (the "Reference Period") commencing on the first day of the
Four Quarter Period and ending on the Transaction Date (other than Indebtedness
Incurred or repaid under a revolving credit or similar arrangement to the extent
of the commitment thereunder (or under any predecessor revolving credit or
similar arrangement) in effect on the last day of such Four Quarter Period
unless any portion of such Indebtedness is projected, in the reasonable judgment
of the senior management of the Company, to remain outstanding for a period in
excess of 12 months from the date of the Incurrence thereof), in each case as if
such Indebtedness had been Incurred or repaid on the first day of such Reference
Period; (B) Consolidated Interest Expense attributable to interest on any
Indebtedness (whether existing or being Incurred) computed on a pro forma basis
and bearing a floating interest rate shall be computed as if the rate in effect
on the Transaction Date (taking into account any Interest Rate Agreement
applicable to such Indebtedness if such Interest Rate Agreement has a remaining
term in excess of 12 months or, if shorter, at least equal to the remaining term
of such Indebtedness) had been the applicable rate for the entire period; (C)
pro forma effect shall be given to Asset Dispositions and Asset Acquisitions
(including giving pro forma effect to the application of proceeds of any Asset
Disposition) that occur during such Reference Period as if they had occurred and
such proceeds had been applied on the first day of such Reference Period; and
(D) pro forma effect shall be given to asset dispositions and asset acquisitions
(including giving pro forma effect to the application of proceeds of any asset
disposition) that have been made by any Person that has become a Restricted
Subsidiary or has been merged with or into the Company or any Restricted
Subsidiary during such Reference Period and that would have constituted Asset
Dispositions or Asset Acquisitions had such transactions occurred when such
Person was a Restricted Subsidiary as if such asset dispositions or asset
acquisitions were Asset Dispositions or Asset Acquisitions that occurred on the
first day of such Reference Period; provided that to the extent that clause (C)
or (D) of this sentence requires that pro forma effect be given to an Asset
Acquisition or Asset Disposition, such pro forma calculation shall be based upon
the four full fiscal quarters immediately preceding the Transaction Date of the
Person, or division or line of business of the Person, that is acquired or
disposed for which financial information is available, as determined by the
Company.
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"Interest Rate Agreement" means any interest rate protection agreement,
interest rate future agreement, interest rate option agreement, interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedge agreement, option or future contract or other similar
agreement or arrangement.
"Investment" in any Person means any direct or indirect advance, loan or
other extension of credit (including, without limitation, by way of Guarantee or
similar arrangement; but excluding advances to customers in the ordinary course
of business that are, in conformity with GAAP, recorded as accounts receivable
on the balance sheet of the Company or its Restricted Subsidiaries) or capital
contribution to (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others), or any
purchase or acquisition of Capital Stock, bonds, notes, debentures or other
similar instruments issued by, such Person and shall include (i) the designation
of a Restricted Subsidiary as an Unrestricted Subsidiary and (ii) the fair
market value of the Capital Stock (or any other Investment), held by the Company
or any of its Restricted Subsidiaries, of (or in) any Person that has ceased to
be a Restricted Subsidiary, including without limitation, by reason of any
transaction permitted by clause (iii) of the "Limitation on the Issuance and
Sale of Capital Stock of Restricted Subsidiaries" covenant; provided that the
fair market value of the Investment remaining in any Person that has ceased to
be a Restricted Subsidiary shall be deemed not to exceed the aggregate amount of
Investments previously made in such Person valued at the time such Investments
were made less the net reduction of such Investments. For purposes of the
definition of "Unrestricted Subsidiary" and the "Limitation on Restricted
Payments" covenant described below, (i) "Investment" shall include the fair
market value of the assets (net of liabilities (other than liabilities to the
Company or any of its Restricted Subsidiaries)) of any Restricted Subsidiary at
the time that such Restricted Subsidiary is designated an Unrestricted
Subsidiary, (ii) the fair market value of the assets (net of liabilities (other
than liabilities to the Company or any of its Restricted Subsidiaries)) of any
Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is
designated a Restricted Subsidiary shall be considered a reduction in
outstanding Investments and (iii) any property transferred to or from an
Unrestricted Subsidiary shall be valued at its fair market value at the time of
such transfer.
"Investment Grade Securities" means debt securities or debt instruments
with (A) a final maturity no later than one year after date of acquisition
thereof and (B) a rating of BBB+ or higher by S&P or Baa1 or higher by Moody's
or the equivalent of such rating by such rating organization, or, if no rating
of S&P or Moody's then exists, the equivalent of such rating by any other
nationally recognized statistical rating organization (as defined in Rule 436
under the Securities Act) designated by the Company, but excluding any debt
securities or instruments constituting loans or advances among the Company and
its Subsidiaries.
"Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including, without limitation, any conditional sale or other
title retention agreement or lease in the nature thereof or any agreement to
give any security interest).
"MicroSun" means Microsun Technologies, Inc., an Ohio corporation.
"Moody's" means Moody's Investors Service, Inc. and its successors.
"Net Cash Proceeds" means, (a) with respect to any Asset Sale, the proceeds
of such Asset Sale in the form of cash or cash equivalents, including payments
in respect of deferred payment obligations (to the extent corresponding to the
principal, but not interest, component thereof) when received in the form of
cash or cash equivalents (except to the extent such obligations have recourse to
the Company or any Restricted Subsidiary) and proceeds from the conversion of
other property received when converted to cash or cash equivalents, net of (i)
brokerage commissions and other fees and expenses (including fees and expenses
of counsel and investment bankers) related to such Asset Sale, (ii) provisions
for all taxes (whether or not such taxes will actually be paid or are payable)
as a result of such Asset Sale without regard to the consolidated results of
operations of the Company and its Restricted Subsidiaries, taken as a whole,
(iii) payments made to repay Indebtedness or any other obligation outstanding at
the time of such Asset Sale that either (A) is secured by a Lien on the property
or assets sold or (B) is required to be paid as a result of such sale and (iv)
appropriate amounts to be provided by the Company or any Restricted Subsidiary
as a reserve against any liabilities associated with such Asset Sale, including,
without limitation, pension and other post-employment benefit liabilities,
liabilities related to environmental matters and liabilities under any
indemnification obligations associated with such Asset Sale, all as
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determined in conformity with GAAP and (b) with respect to any issuance or sale
of Capital Stock, the proceeds of such issuance or sale in the form of cash or
cash equivalents, including payments in respect of deferred payment obligations
(to the extent corresponding to the principal, but not interest, component
thereof) when received in the form of cash or cash equivalents (except to the
extent such obligations have recourse to the Company or any Restricted
Subsidiary) and proceeds from the conversion of other property received when
converted to cash or cash equivalents, net of attorney's fees, accountants'
fees, underwriters' or placement agents' fees, discounts or commissions and
brokerage, consultant and other fees incurred in connection with such issuance
or sale and net of taxes paid or payable as a result thereof.
"Offer to Purchase" means an offer to purchase Notes by the Company from
the Holders commenced by mailing a notice to the Trustee for delivery to each
Holder stating: (i) the covenant pursuant to which the offer is being made and
that all Notes validly tendered will be accepted for payment on a pro rata
basis; (ii) the purchase price and the date of purchase (which shall be a
Business Day no earlier than 30 days nor later than 60 days from the date such
notice is mailed) (the "Payment Date"); (iii) that any Note not tendered will
continue to accrue interest pursuant to its terms; (iv) that, unless the Company
defaults in the payment of the purchase price, any Note accepted for payment
pursuant to the Offer to Purchase shall cease to accrue interest on and after
the Payment Date; (v) that Holders electing to have a Note purchased pursuant to
the Offer to Purchase will be required to surrender the Note, together with the
form entitled "Option of the Holder to Elect Purchase" on the reverse side of
the Note completed, to the Paying Agent at the address specified in the notice
prior to the close of business on the Business Day immediately preceding the
Payment Date; (vi) that Holders will be entitled to withdraw their election if
the Paying Agent receives, not later than the close of business on the third
Business Day immediately preceding the Payment Date, facsimile transmission or
letter setting forth the name of such Holder, the principal amount of Notes
delivered for purchase and a statement that such Holder is withdrawing his
election to have such Notes purchased; and (vii) that Holders whose Notes are
being purchased only in part will be issued new Notes equal in principal amount
to the unpurchased portion of the Notes surrendered; provided that each Note
purchased and each new Note issued shall be in a principal amount of $1,000 or
integral multiples thereof. On the Payment Date, the Company shall (i) accept
for payment on a pro rata basis (with any rounding determined by the Company to
be reasonable) Notes or portions thereof tendered pursuant to an Offer to
Purchase; (ii) deposit with the Paying Agent money sufficient to pay the
purchase price of all Notes or portions thereof so accepted; and (iii) deliver,
or cause to be delivered, to the Trustee all Notes or portions thereof so
accepted together with an Officers' Certificate specifying the Notes or portions
thereof accepted for payment by the Company. The Paying Agent shall promptly
mail to the Holders of Notes so accepted payment in an amount equal to the
purchase price, and the Trustee shall promptly authenticate and mail to such
Holders a new Note equal in principal amount to any unpurchased portion of the
Note surrendered; provided that each Note purchased and each new Note issued
shall be in a principal amount of $1,000 or integral multiples thereof (with any
rounding determined by the Company to be reasonable). The Company will publicly
announce the results of an Offer to Purchase as soon as practicable after the
Payment Date. The Trustee shall act as the Paying Agent for an Offer to
Purchase. The Company will comply with Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable, in the event that the Company is required to
repurchase Notes pursuant to an Offer to Purchase.
"Permitted Investment" means (i) an Investment in the Company or a
Restricted Subsidiary or a Person which will, upon the making of such
Investment, become a Restricted Subsidiary or be merged or consolidated with or
into or transfer or convey all or substantially all its assets to, the Company
or a Restricted Subsidiary; provided that such person's primary business is
related, ancillary or complementary to the businesses of the Company and its
Restricted Subsidiaries on the date of such Investment; (ii) Temporary Cash
Investments; (iii) payroll, travel and similar advances to cover matters that
are expected at the time of such advances ultimately to be treated as expenses
in accordance with GAAP; (iv) stock, obligations or securities received in
satisfaction of judgments; (v) an Investment in any Person consisting solely of
the transfer to such Person of an Investment in another Person that is not a
Restricted Subsidiary; (vi) Investment Grade Securities; and (vii) Interest Rate
Agreements and Currency Agreements designed solely to protect the Company or its
Restricted Subsidiaries against fluctuations in interest rates or foreign
currency exchange rates; (viii) Investments, not to exceed $30 million at any
one time outstanding (and for purposes of this clause (viii) an Investment shall
be deemed to be outstanding in the amount of the excess (but not, in any event,
less than zero) of the amount of such Investment
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on the date or dates made, less the return of capital to the Company and its
Restricted Subsidiaries with respect to such Investment); and (ix) Investments,
to the extent the consideration therefor consists of Capital Stock (other than
Disqualified Stock) of the Company or net cash proceeds from the sale of such
Capital Stock, if such Capital Stock was issued or sold within 90 days of the
making of such Investment.
"Permitted Liens" means (i) Liens for taxes, assessments, governmental
charges or claims that are being contested in good faith by appropriate legal
proceedings promptly instituted and diligently conducted and for which a reserve
or other appropriate provision, if any, as shall be required in conformity with
GAAP shall have been made; (ii) statutory and common law Liens of landlords and
carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other
similar Liens arising in the ordinary course of business and with respect to
amounts not yet delinquent or being contested in good faith by appropriate legal
proceedings promptly instituted and diligently conducted and for which a reserve
or other appropriate provision, if any, as shall be required in conformity with
GAAP shall have been made; (iii) Liens incurred or deposits made in the ordinary
course of business in connection with workers' compensation, unemployment
insurance and other types of social security; (iv) Liens incurred or deposits
made to secure the performance of tenders, bids, leases, statutory or regulatory
obligations, bankers' acceptances, surety and appeal bonds, government
contracts, performance and return-of-money bonds and other obligations of a
similar nature incurred in the ordinary course of business (exclusive of
obligations for the payment of borrowed money); (v) easements, rights-of-way,
municipal and zoning ordinances and similar charges, encumbrances, title defects
or other irregularities that do not materially interfere with the ordinary
course of business of the Company or any of its Restricted Subsidiaries; (vi)
Liens (including extensions and renewals thereof) upon real or personal property
acquired after the Closing Date; provided that (a) such Lien is created solely
for the purpose of securing Indebtedness Incurred, in accordance with the
"Limitation on Indebtedness" covenant described below, to finance the cost
(including the cost of improvement or construction) of the item of property or
assets subject thereto and such Lien is created prior to, at the time of or
within six months after the later of the acquisition, the completion of
construction or the commencement of full operation of such property or to
refinance Indebtedness previously so secured, (b) the principal amount of the
Indebtedness secured by such Lien does not exceed 100% of such cost and (c) any
such Lien shall not extend to or cover any property or assets other than such
item of property or assets and any improvements on such item; (vii) leases or
subleases granted to others that do not materially interfere with the ordinary
course of business of the Company and its Restricted Subsidiaries, taken as a
whole; (viii) Liens encumbering property or assets under construction arising
from progress or partial payments by a customer of the Company or its Restricted
Subsidiaries relating to such property or assets; (ix) any interest or title of
a lessor in the property subject to any Capitalized Lease or operating lease;
(x) Liens arising from filing Uniform Commercial Code financing statements
regarding leases; (xi) Liens on property of, or on shares of Capital Stock or
Indebtedness of, any Person existing at the time such Person becomes, or becomes
a part of, any Restricted Subsidiary; provided that such Liens do not extend to
or cover any property or assets of the Company or any Restricted Subsidiary
other than the property or assets acquired; (xii) Liens in favor of the Company
or any Restricted Subsidiary; (xiii) Liens arising from the rendering of a final
judgment or order against the Company or any Restricted Subsidiary that does not
give rise to an Event of Default; (xiv) Liens securing reimbursement obligations
with respect to letters of credit that encumber documents and other property
relating to such letters of credit and the products and proceeds thereof; (xv)
Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods;
(xvi) Liens encumbering customary initial deposits and margin deposits, and
other Liens that are within the general parameters customary in the industry and
incurred in the ordinary course of business, in each case, securing Indebtedness
under Interest Rate Agreements and Currency Agreements and forward contracts,
options, future contracts, futures options or similar agreements or arrangements
designed solely to protect the Company or any of its Restricted Subsidiaries
from fluctuations in interest rates, currencies or the price of commodities;
(xvii) Liens arising out of conditional sale, title retention, consignment or
similar arrangements for the sale of goods entered into by the Company or any of
its Restricted Subsidiaries in the ordinary course of business in accordance
with the past practices of the Company and its Restricted Subsidiaries prior to
the Closing Date; and (xviii) Liens on or sales of receivables.
"Public Equity Offering" means an underwritten public offering of Common
Stock by the Company pursuant to an effective registration statement under the
Securities Act.
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"Restricted Subsidiary" means any Subsidiary of the Company other than an
Unrestricted Subsidiary.
"Significant Subsidiary" means, at any date of determination, any
Restricted Subsidiary that, together with its Subsidiaries, (i) for the most
recent fiscal year of the Company, accounted for more than 10% of the
consolidated revenues of the Company and its Restricted Subsidiaries or (ii) as
of the end of such fiscal year, was the owner of more than 10% of the
consolidated assets of the Company and its Restricted Subsidiaries, all as set
forth on the most recently available consolidated financial statements of the
Company for such fiscal year, as determined by the Company.
"S&P" means Standard & Poor's Ratings Services and its successors.
"Stated Maturity" means, (i) with respect to any debt security, the date
specified in such debt security as the fixed date on which the final installment
of principal of such debt security is due and payable and (ii) with respect to
any scheduled installment of principal of or interest on any debt security, the
date specified in such debt security as the fixed date on which such installment
is due and payable.
"Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the voting power
of the outstanding Voting Stock is owned, directly or indirectly, by such Person
and one or more other Subsidiaries of such Person.
"Temporary Cash Investment" means any of the following: (i) direct
obligations of the United States of America or any agency thereof or obligations
fully and unconditionally guaranteed by the United States of America or any
agency thereof, (ii) time deposit accounts, certificates of deposit and money
market deposits maturing within one year of the date of acquisition thereof
issued by a bank or trust company which is organized under the laws of the
United States of America, any state thereof or any foreign country recognized by
the United States of America, and which bank or trust company has capital,
surplus and undivided profits aggregating in excess of $50 million (or the
foreign currency equivalent thereof) and has outstanding debt which is rated "A"
(or such similar equivalent rating) or higher by at least one nationally
recognized statistical rating organization (as defined in Rule 436 under the
Securities Act) or any money-market fund sponsored by a registered broker dealer
or mutual fund distributor, (iii) repurchase obligations with a term of not more
than 30 days for underlying securities of the types described in clause (i)
above entered into with a bank meeting the qualifications described in clause
(ii) above, (iv) commercial paper, maturing not more than 270 days after the
date of acquisition, issued by a corporation (other than an Affiliate of the
Company) organized and in existence under the laws of the United States of
America, any state thereof or any foreign country recognized by the United
States of America with a rating at the time as of which any investment therein
is made of "P-1" (or higher) according to Moody's or "A-1" (or higher) according
to S&P, and (v) securities with maturities of one year or less from the date of
acquisition issued or fully and unconditionally guaranteed by any state,
commonwealth or territory of the United States of America, or by any political
subdivision or taxing authority thereof, and rated at least BBB+ by S&P or Baa1
by Moody's and (vi) time deposit accounts, certificates of deposits and money
market deposits aggregating no more than $10 million at any one time
outstanding, issued by one of the five largest (based on assets on the most
recent December 31 for which data is available) banks organized under the laws
of the country in which the Foreign Subsidiary marking the deposit referred to
above is organized, if such bank is not under material government intervention.
"Trade Payables" means, with respect to any Person, any accounts payable or
any other indebtedness or monetary obligation to trade creditors created,
assumed or Guaranteed by such Person or any of its Subsidiaries arising in the
ordinary course of business in connection with the acquisition of goods or
services, in each case required to be paid within one year.
"Transaction Date" means, with respect to the Incurrence of any
Indebtedness by the Company or any of its Restricted Subsidiaries, the date such
Indebtedness is to be Incurred and, with respect to any Restricted Payment, the
date such Restricted Payment is to be made.
"Unrestricted Subsidiary" means (i) any Subsidiary of the Company that at
the time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors in the manner provided below; and (ii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any Restricted
Subsidiary (including any newly acquired or newly formed Subsidiary of the
Company) to be an Unrestricted Subsidiary
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unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on
any property of, the Company or any Restricted Subsidiary; provided that (A) any
Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of the
Subsidiary being so designated shall be deemed an "Incurrence" of such
Indebtedness and an "Investment" by the Company or such Restricted Subsidiary
(or both, if applicable) at the time of such designation; (B) either (I) the
Subsidiary to be so designated has total assets of $1,000 or less or (II) if
such Subsidiary has assets greater than $1,000, such designation would be
permitted under the "Limitation on Restricted Payments" covenant described below
and (C) if applicable, the Incurrence of Indebtedness and the Investment
referred to in clause (A) of this proviso would be permitted under the
"Limitation on Indebtedness" and "Limitation on Restricted Payments" covenants
described below. The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that (x) no Default or Event
of Default shall have occurred and be continuing at the time of or after giving
effect to such designation and (y) all Liens and Indebtedness of such
Unrestricted Subsidiary outstanding immediately after such designation would, if
Incurred at such time, have been permitted to be Incurred (and shall be deemed
to have been Incurred) for all purposes of the Indenture. Any such designation
by the Board of Directors shall be evidenced to the Trustee by promptly filing
with the Trustee a copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.
"Voting Stock" means with respect to any Person, Capital Stock of any class
or kind having the power to vote for the election of directors, managers or
other voting members of the governing body of such Person (not including,
however, any Capital Stock having such right to vote only upon the happening of
certain events or under limited circumstances).
"Wholly Owned" means, with respect to any Subsidiary of any Person, the
ownership of all of the outstanding Capital Stock of such Subsidiary (other than
any director's qualifying shares or Investments by foreign nationals mandated by
applicable law) by such Person or one or more Wholly Owned Subsidiaries of such
Person.
COVENANTS
Limitation on Indebtedness
(a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, Incur any Indebtedness (other than the Notes and Indebtedness
existing on March 18, 1998); provided that the Company may Incur Indebtedness
if, after giving effect to the Incurrence of such Indebtedness and the receipt
and application of the proceeds therefrom, the Interest Coverage Ratio would be
greater than 2.5:1.
Notwithstanding the foregoing, the Company and any Restricted Subsidiary
(except as specified below) may Incur each and all of the following: (i)
Indebtedness of the Company under the Credit Facility or any other agreement in
an aggregate principal amount outstanding at any time not to exceed $100
million, less any amount of such Indebtedness permanently repaid as provided
under the "Limitation on Asset Sales" covenant described below; (ii)
Indebtedness owed (A) to the Company evidenced by an unsubordinated promissory
note or (B) to any Restricted Subsidiary; provided that any event which results
in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
subsequent transfer of such Indebtedness (other than to the Company or another
Restricted Subsidiary) shall be deemed, in each case, to constitute an
Incurrence of such Indebtedness not permitted by this clause (ii); (iii)
Indebtedness issued in exchange for, or the net proceeds of which are used to
refinance or refund, then outstanding Indebtedness (other than Indebtedness
Incurred under clause (i), (ii), (iv), (vi), (vii), (viii), (ix), (x) or (xii)
of this paragraph) and any refinancings thereof in an amount not to exceed the
amount so refinanced or refunded (plus premiums, accrued interest, fees and
expenses); provided that Indebtedness the proceeds of which are used to
refinance or refund the Notes or Indebtedness that is pari passu with, or
subordinated in right of payment to, the Notes shall only be permitted under
this clause (iii) if (A) in case the Notes are refinanced in part or the
Indebtedness to be refinanced is pari passu with the Notes, such new
Indebtedness, by its terms or by the terms of any agreement or instrument
pursuant to which such new Indebtedness is outstanding, is expressly made pari
passu with, or subordinate in right of payment to, the remaining Notes, (B) in
case the Indebtedness to be refinanced is subordinated in right of payment to
the Notes, such new Indebtedness, by its terms or by the terms of any agreement
or instrument pursuant to which such new
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Indebtedness is issued or remains outstanding, is expressly made subordinate in
right of payment to the Notes at least to the extent that the Indebtedness to be
refinanced is subordinated to the Notes and (C) such new Indebtedness,
determined as of the date of Incurrence of such new Indebtedness, does not
mature prior to the Stated Maturity of the Indebtedness to be refinanced or
refunded, and the Average Life of such new Indebtedness is at least equal to the
remaining Average Life of the Indebtedness to be refinanced or refunded; and
provided further that in no event may Indebtedness of the Company be refinanced
by means of any Indebtedness of any Restricted Subsidiary pursuant to this
clause (iii); (iv) Indebtedness (A) in respect of performance, surety or appeal
bonds provided in the ordinary course of business, (B) under Currency Agreements
and Interest Rate Agreements; provided that such agreements (x) are designed
solely to protect the Company or its Restricted Subsidiaries against
fluctuations in foreign currency exchange rates or interest rates and (y) do not
increase the Indebtedness of the obligor outstanding at any time other than as a
result of fluctuations in foreign currency exchange rates or interest rates or
by reason of fees, indemnities and compensation payable thereunder; and (C)
arising from agreements providing for indemnification, adjustment of purchase
price or similar obligations, or from Guarantees or letters of credit, surety
bonds or performance bonds securing any obligations of the Company or any of its
Restricted Subsidiaries pursuant to such agreements, in any case Incurred in
connection with the disposition of any business, assets or Restricted Subsidiary
(other than Guarantees of Indebtedness Incurred by any Person acquiring all or
any portion of such business, assets or Restricted Subsidiary for the purpose of
financing such acquisition), in a principal amount not to exceed the gross
proceeds actually received by the Company or any Restricted Subsidiary in
connection with such disposition; (v) Indebtedness of the Company, to the extent
the net proceeds thereof are promptly (A) used to purchase Notes tendered in an
Offer to Purchase made as a result of a Change in Control or (B) deposited to
defease the Notes as described below under "Defeasance"; (vi) Guarantees of the
Notes and Guarantees of Indebtedness of the Company by any Restricted Subsidiary
provided the Guarantee of such Indebtedness is permitted by and made in
accordance with the "Limitation on Issuance of Guarantees by Restricted
Subsidiaries" covenant described below; (vii) Indebtedness of the Company, not
to exceed $15 million in any fiscal year of the Company, Incurred to finance
capital expenditures; (viii) Indebtedness of the Company in an aggregate
principal amount outstanding at any time not to exceed the sum of 80% of
Eligible Accounts Receivable and 60% of Eligible Inventory; (ix) Indebtedness of
Foreign Subsidiaries in an aggregate principal amount outstanding at any time
not to exceed the greater of (A) $20 million and (B) one-third of Consolidated
EBITDA for the then most recent four fiscal quarters covered by filings made
pursuant to the "Commission Reports and Reports to Holders" covenant; (x)
Indebtedness of Restricted Subsidiaries, not to exceed $10.5 million, secured by
real property of such Restricted Subsidiaries; (xi) Acquired Indebtedness,
provided that, pro forma for the transactions in which such Acquired
Indebtedness is Incurred, the Interest Coverage Ratio would be no less than
2.5:1; and (xi) Indebtedness of the Company (in addition to Indebtedness
permitted under clauses (i) through (xi) above) in an aggregate principal amount
outstanding at any time not to exceed $70 million, less any amount of such
Indebtedness permanently repaid as provided under the "Limitation on Asset
Sales" covenant described below.
(b) Notwithstanding any other provision of this "Limitation on
Indebtedness" covenant, the maximum amount of Indebtedness that the Company or a
Restricted Subsidiary may Incur pursuant to this "Limitation on Indebtedness"
covenant shall not be deemed to be exceeded, with respect to any outstanding
Indebtedness due solely to the result of fluctuations in the exchange rates of
currencies.
(c) For purposes of determining any particular amount of Indebtedness under
this "Limitation on Indebtedness" covenant, (i) Indebtedness Incurred under the
Credit Facility on or prior to the Closing Date shall be treated as Incurred
pursuant to clause (i) of the second paragraph of this "Limitation on
Indebtedness" covenant, (ii) Guarantees, Liens or obligations with respect to
letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included and (iii) any
Liens granted pursuant to the equal and ratable provisions referred to in the
"Limitation on Liens" covenant described below shall not be treated as
Indebtedness. For purposes of determining compliance with this "Limitation on
Indebtedness" covenant, in the event that an item of Indebtedness meets the
criteria of more than one of the types of Indebtedness described in the above
clauses (other than Indebtedness referred to in clause (i) of the preceding
sentence), the Company, in its sole discretion, shall classify, and from time to
time may reclassify, such item of Indebtedness and only be required to include
the amount and type of such Indebtedness in one of such clauses.
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Limitation on Restricted Payments
(a) The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, (i) declare or pay any dividend or make any distribution
on or with respect to its Capital Stock (other than (x) dividends or
distributions payable solely in shares of its Capital Stock (other than
Disqualified Stock) or in options, warrants or other rights to acquire shares of
such Capital Stock and (y) pro rata dividends or distributions on Common Stock
of Restricted Subsidiaries held by minority stockholders) held by Persons other
than the Company or any of its Restricted Subsidiaries, (ii) purchase, redeem,
retire or otherwise acquire for value any shares of Capital Stock of (A) the
Company or an Unrestricted Subsidiary (including options, warrants or other
rights to acquire such shares of Capital Stock) held by any Person or (B) a
Restricted Subsidiary (including options, warrants or other rights to acquire
such shares of Capital Stock) held by any Affiliate of the Company (other than a
Wholly Owned Restricted Subsidiary) or any holder (or any Affiliate of such
holder) of 5% or more of the Capital Stock of the Company, (iii) make any
voluntary or optional principal payment, or voluntary or optional redemption,
repurchase, defeasance, or other acquisition or retirement for value, of
Indebtedness of the Company that is subordinated in right of payment to the
Notes or (iv) make any Investment, other than a Permitted Investment, in any
Person (such payments or any other actions described in clauses (i) through (iv)
above being collectively "Restricted Payments") if, at the time of, and after
giving effect to, the proposed Restricted Payment: (A) a Default or Event of
Default shall have occurred and be continuing, (B) except in the case of an
Investment, the Company could not Incur at least $1.00 of Indebtedness under the
first paragraph of the "Limitation on Indebtedness" covenant or (C) the
aggregate amount of all Restricted Payments (the amount, if other than in cash,
to be determined in good faith by the Board of Directors, whose determination
shall be conclusive and evidenced by a Board Resolution; provided that
Restricted Payments, to the extent made solely in Capital Stock other than
Disqualified Stock, shall for purposes of this clause (C) be deemed to be in an
amount equal to zero) made after the Closing Date shall exceed the sum of (1)
50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the
Adjusted Consolidated Net Income is a loss, minus 100% of the amount of such
loss) (determined by excluding income resulting from transfers of assets by the
Company or a Restricted Subsidiary to an Unrestricted Subsidiary) accrued on a
cumulative basis during the period (taken as one accounting period) beginning on
the first day of the fiscal quarter immediately following the Closing Date and
ending on the last day of the last fiscal quarter preceding the Transaction Date
for which reports have been filed with the Commission or provided to the Trustee
pursuant to the "Commission Reports and Reports to Holders" covenant plus (2)
the aggregate Net Cash Proceeds received by the Company after the Closing Date
from the issuance and sale permitted by the Indenture of its Capital Stock
(other than Disqualified Stock) to a Person who is not a Subsidiary of the
Company, including an issuance or sale permitted by the Indenture of
Indebtedness of the Company for cash subsequent to the Closing Date upon the
conversion of such Indebtedness into Capital Stock (other than Disqualified
Stock) of the Company, or from the issuance to a Person who is not a Subsidiary
of the Company of any options, warrants or other rights to acquire Capital Stock
of the Company (in each case, exclusive of any Disqualified Stock or any
options, warrants or other rights that are redeemable at the option of the
holder, or are required to be redeemed, prior to the Stated Maturity of the
Notes) plus (3) an amount equal to the net reduction in outstanding Investments
(other than reductions in outstanding Permitted Investments) in any Person
resulting from payments of interest on Indebtedness, dividends, repayments of
loans or advances, or other transfers of assets, in each case to the Company or
any Restricted Subsidiary or from the Net Cash Proceeds from the sale of any
such Investment (except, in each case, to the extent any such payment or
proceeds are included in the calculation of Adjusted Consolidated Net Income),
or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries
(valued in each case as provided in the definition of "Investments"), not to
exceed, in each case, the amount of Investments previously made by the Company
or any Restricted Subsidiary in such Person or Unrestricted Subsidiary. The
amount of any Investment "outstanding" at any time shall be deemed to be equal
to the amount of such Investment on the date made, less the return of capital to
the Company and its Restricted Subsidiaries with respect to such Investment (up
to the amount of such Investment on the date made). Notwithstanding anything
herein to the contrary, Investments made through the transfer of equipment shall
be valued at the book value at the time of Investment with respect to such
equipment.
(b) The foregoing provision shall not be violated by reason of: (i) the
payment of any dividend within 60 days after the date of declaration thereof if,
at said date of declaration, such payment would comply with the foregoing
paragraph; (ii) the redemption, repurchase, defeasance or other acquisition or
retirement for value of
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Indebtedness that is subordinated in right of payment to the Notes including
premium, if any, and accrued and unpaid interest, with the proceeds of, or in
exchange for, Indebtedness Incurred under clause (iii) of the second paragraph
of part (a) of the "Limitation on Indebtedness" covenant; (iii) the repurchase,
redemption or other acquisition of Capital Stock of the Company or an
Unrestricted Subsidiary (or options, warrants or other rights to acquire such
Capital Stock) in exchange for, or out of the proceeds of a substantially
concurrent offering of, shares of Capital Stock (other than Disqualified Stock)
of the Company (or options, warrants or other rights to acquire such Capital
Stock); (iv) the making of any principal payment or the repurchase, redemption,
retirement, defeasance or other acquisition for value of Indebtedness of the
Company which is subordinated in right of payment to the Notes in exchange for,
or out of the proceeds of, a substantially concurrent offering of, shares of the
Capital Stock (other than Disqualified Stock) of the Company (or options,
warrants or other rights to acquire such Capital Stock); (v) payments or
distributions, to dissenting stockholders pursuant to applicable law, pursuant
to or in connection with a consolidation, merger or transfer of assets that
complies with the provisions of the Indenture applicable to mergers,
consolidations and transfers of all or substantially all of the property and
assets of the Company; or (vi) dividends consisting of rights to purchase Common
Stock, or consisting of Common Stock, of MicroSun; provided that the balance
sheet value of MicroSun's assets, net of intangible assets, does not exceed $10
million as of the date of such dividend; provided that, except in the case of
clauses (i) and (iii), no Default or Event of Default shall have occurred and be
continuing or occur as a consequence of the actions or payments set forth
therein.
(c) Each Restricted Payment permitted pursuant to paragraph (b) of this
"Limitation on Restricted Payments" covenant (other than the Restricted Payment
referred to in clause (ii) thereof, an exchange of Capital Stock for Capital
Stock or Indebtedness referred to in clause (iii) or (iv) thereof and an
Investment referred to in clause (vi) thereof), and the Net Cash Proceeds from
any issuance of Capital Stock referred to in clauses (iii) and (iv) thereof,
shall be included in calculating whether the conditions of clause (C) of the
first paragraph of this "Limitation on Restricted Payments" covenant have been
met with respect to any subsequent Restricted Payments. In the event the
proceeds of an issuance of Capital Stock of the Company are used for the
redemption, repurchase or other acquisition of the Notes, or Indebtedness that
is pari passu with the Notes, then the Net Cash Proceeds of such issuance shall
be included in clause (C) of the first paragraph of this "Limitation on
Restricted Payments" covenant only to the extent such proceeds are not used for
such redemption, repurchase or other acquisition of Indebtedness.
Limitation on Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries
The Company will not, and will not permit any Restricted Subsidiary to,
create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of any Restricted
Subsidiary to (i) pay dividends or make any other distributions permitted by
applicable law on any Capital Stock of such Restricted Subsidiary owned by the
Company or any other Restricted Subsidiary, (ii) pay any Indebtedness owed to
the Company or any other Restricted Subsidiary, (iii) make loans or advances to
the Company or any other Restricted Subsidiary or (iv) transfer any of its
property or assets to the Company or any other Restricted Subsidiary.
The foregoing provisions shall not restrict any encumbrances or
restrictions: (i) existing on the Closing Date in the Credit Facility, the
Indenture or any other agreements in effect on the Closing Date, and any
extensions, refinancings, renewals or replacements of such agreements; provided
that the encumbrances and restrictions in any such extensions, refinancings,
renewals or replacements are no less favorable in any material respect to the
Holders than those encumbrances or restrictions that are then in effect and that
are being extended, refinanced, renewed or replaced; (ii) existing under or by
reason of applicable law; (iii) with respect to any Person or the property or
assets of such Person acquired by the Company or any Restricted Subsidiary,
existing at the time of such acquisition and not incurred in contemplation
thereof, which encumbrances or restrictions are not applicable to any Person or
the property or assets of any Person other than such Person or the property or
assets of such Person so acquired; (iv) in the case of clause (iv) of the first
paragraph of this "Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries" covenant, (A) that restrict in a customary
manner the subletting, assignment or transfer of any property or asset that is a
lease, license, conveyance or contract or similar property or asset, (B)
existing by virtue of any transfer of, agreement to transfer, option or right
with
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respect to, or Lien on, any property or assets of the Company or any Restricted
Subsidiary not otherwise prohibited by the Indenture or (C) arising or agreed to
in the ordinary course of business, not relating to any Indebtedness, and that
do not, individually or in the aggregate, detract from the value of property or
assets of the Company or any Restricted Subsidiary in any manner material to the
Company or any Restricted Subsidiary; (v) with respect to a Restricted
Subsidiary and imposed pursuant to an agreement that has been entered into for
the sale or disposition of all or substantially all of the Capital Stock of, or
property and assets of, such Restricted Subsidiary; or (vi) encumbrances or
restrictions relating solely to Foreign Subsidiaries that support Indebtedness
Incurred under clause (ix) of the second paragraph of paragraph (a) of the
"Limitation on Indebtedness" covenant. Nothing contained in this "Limitation on
Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries"
covenant shall prevent the Company or any Restricted Subsidiary from (1)
creating, incurring, assuming or suffering to exist any Liens otherwise
permitted in the "Limitation on Liens" covenant or (2) restricting the sale or
other disposition of property or assets of the Company or any of its Restricted
Subsidiaries that secure Indebtedness of the Company or any of its Restricted
Subsidiaries.
Limitation on the Issuance and Sale of Capital Stock of Restricted
Subsidiaries
The Company will not sell, and will not permit any Restricted Subsidiary,
directly or indirectly, to issue or sell, any shares of Capital Stock of a
Restricted Subsidiary (including options, warrants or other rights to purchase
shares of such Capital Stock) except (i) to the Company or a Wholly Owned
Restricted Subsidiary; (ii) issuances of director's qualifying shares or sales
to foreign nationals of shares of Capital Stock of foreign Restricted
Subsidiaries, to the extent required by applicable law; or (iii) if, immediately
after giving effect to such issuance or sale, such Restricted Subsidiary would
no longer constitute a Restricted Subsidiary and any Investment in such Person
remaining after giving effect to such issuance or sale would have been permitted
to be made under the "Limitation on Restricted Payments" covenant if made on the
date of such issuance or sale (iv) the issuance or sale of Common Stock of any
Restricted Subsidiaries if the proceeds thereof are applied in accordance with
the "Limitation on Asset Sales" covenant.
Limitation on Issuances of Guarantees by Restricted Subsidiaries
The Company will not permit any Restricted Subsidiary, directly or
indirectly, to Guarantee any Indebtedness of the Company which is pari passu
with or subordinate in right of payment to the Notes ("Guaranteed
Indebtedness"), unless (i) such Restricted Subsidiary simultaneously executes
and delivers a supplemental indenture to the Indenture providing for a Guarantee
(a "Subsidiary Guarantee") of payment of the Notes by such Restricted Subsidiary
and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever
claim or take the benefit or advantage of, any rights of reimbursement,
indemnity or subrogation or any other rights against the Company or any other
Restricted Subsidiary as a result of any payment by such Restricted Subsidiary
under its Subsidiary Guarantee; provided that this paragraph shall not be
applicable to any Guarantee of any Restricted Subsidiary (x) that existed at the
time such Person became a Restricted Subsidiary and was not Incurred in
connection with, or in contemplation of, such Person becoming a Restricted
Subsidiary or (y) of the Indebtedness Incurred under the Credit Facility. If the
Guaranteed Indebtedness is (A) pari passu with the Notes, then the Guarantee of
such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the
Subsidiary Guarantee or (B) subordinated to the Notes, then the Guarantee of
such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee
at least to the extent that the Guaranteed Indebtedness is subordinated to the
Notes.
Notwithstanding the foregoing, any Subsidiary Guarantee by a Restricted
Subsidiary may provide by its terms that it shall be automatically and
unconditionally released and discharged upon (i) any sale, exchange or transfer,
to any Person not an Affiliate of the Company, of all of the Company's and each
other Restricted Subsidiary's Capital Stock in, or all or substantially all the
assets of, such Restricted Subsidiary (which sale, exchange or transfer is not
prohibited by the Indenture) or (ii) the release or discharge of the Guarantee
which resulted in the creation of such Subsidiary Guarantee, except a discharge
or release by or as a result of payment under such Guarantee.
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Limitation on Transactions with Shareholders and Affiliates
The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, enter into, renew or extend any transaction (including,
without limitation, the purchase, sale, lease or exchange of property or assets,
or the rendering of any service) with any holder (or any Affiliate of such
holder other than an entity that is an Affiliate solely by reason of being a
Subsidiary of the Company) of 5% or more of any class of Capital Stock of the
Company or with any Affiliate of the Company or any Restricted Subsidiary,
except upon fair and reasonable terms no less favorable to the Company or such
Restricted Subsidiary than could be obtained, at the time of such transaction
or, if such transaction is pursuant to a written agreement, at the time of the
execution of the agreement providing therefor, in a comparable arm's-length
transaction with a Person that is not such a holder or an Affiliate.
The foregoing limitation does not limit, and shall not apply to (i)
transactions (A) approved by a majority of the disinterested members of the
Board of Directors or (B) for which the Company or a Restricted Subsidiary
delivers to the Trustee a written opinion of a nationally recognized firm having
expertise in the specific area which is the subject of such determination
stating that the transaction is fair to the Company or such Restricted
Subsidiary from a financial point of view; (ii) any transaction solely between
the Company and any of its Wholly Owned Restricted Subsidiaries or solely
between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable
and customary regular fees to directors of the Company who are not employees of
the Company; (iv) any payments or other transactions pursuant to any tax-sharing
agreement between the Company and any other Person with which the Company files
a consolidated tax return or with which the Company is part of a consolidated
group for tax purposes; (v) any Restricted Payments not prohibited by the
"Limitation on Restricted Payments" covenant; or (vi) any issuance of securities
or other payments, awards or grants in cash, securities or otherwise pursuant
to, or the funding of, employment arrangements, stock options and stock
ownership plans or incentive plans approved by the Board of Directors.
Notwithstanding the foregoing, any transaction or series of related transactions
covered by the first paragraph of this "Limitation on Transactions with
Shareholders and Affiliates" covenant and not covered by clauses (ii) through
(v) of this paragraph, the aggregate amount of which (until after the Stated
Maturity of the Notes) exceeds $1 million in value, must be approved or
determined to be fair in the manner provided for in clause (i)(A) or (B) above.
Limitation on Liens
The Company will not, and will not permit any Restricted Subsidiary to,
create, incur, assume or suffer to exist any Lien on any of its assets or
properties of any character, or any shares of Capital Stock or Indebtedness of
any Restricted Subsidiary, without making effective provision for all of the
Notes and all other amounts due under the Indenture to be directly secured
equally and ratably with (or, if the obligation or liability to be secured by
such Lien is subordinated in right of payment to the Notes, prior to) the
obligation or liability secured by such Lien.
The foregoing limitation does not apply to (i) Liens existing on the
Closing Date, including Liens securing obligations under the Credit Facility;
(ii) Liens granted after the Closing Date on any assets or Capital Stock of the
Company or its Restricted Subsidiaries created in favor of the Holders; (iii)
Liens with respect to the assets of a Restricted Subsidiary granted by such
Restricted Subsidiary to the Company or a Wholly Owned Restricted Subsidiary to
secure Indebtedness owing to the Company or such other Restricted Subsidiary;
(iv) Liens securing Indebtedness which is Incurred to refinance secured
Indebtedness which is permitted to be Incurred under the second paragraph of the
"Limitation on Indebtedness" covenant; provided that such Liens do not extend to
or cover any property or assets of the Company or any Restricted Subsidiary
other than the property or assets securing the Indebtedness being refinanced;
(v) Liens on any property or assets of a Restricted Subsidiary securing
Indebtedness of such Restricted Subsidiary permitted under the "Limitation on
Indebtedness" covenant; (vi) Liens with respect to real property to secure
Indebtedness Incurred pursuant to clause (x) of the second paragraph under
clause (a) of the "Limitation on Indebtedness" covenant; or (vii) Permitted
Liens.
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Limitation on Sale-Leaseback Transactions
The Company will not, and will not permit any Restricted Subsidiary to,
enter into any sale-leaseback transaction involving any of its assets or
properties whether now owned or hereafter acquired, whereby the Company or a
Restricted Subsidiary sells or transfers such assets or properties and then or
thereafter leases such assets or properties or any part thereof or any other
assets or properties which the Company or such Restricted Subsidiary, as the
case may be, intends to use for substantially the same purpose or purposes as
the assets or properties sold or transferred.
The foregoing restriction does not apply to any sale-leaseback transaction
if (i) the lease is for a period, including renewal rights, of not in excess of
three years; (ii) the lease secures or relates to industrial revenue or
pollution control bonds; (iii) the transaction is solely between the Company and
any Wholly Owned Restricted Subsidiary or solely between Wholly Owned Restricted
Subsidiaries; or (iv) the Company or such Restricted Subsidiary, within 12
months after the sale or transfer of any assets or properties is completed,
applies an amount not less than the net proceeds received from such sale in
accordance with clause (A) or (B) of the first paragraph of the "Limitation on
Asset Sales" covenant described below.
Limitation on Asset Sales
The Company will not, and will not permit any Restricted Subsidiary to,
consummate any Asset Sale, unless (i) the consideration received by the Company
or such Restricted Subsidiary is at least equal to the fair market value of the
assets sold or disposed of and (ii) at least 75% of the consideration received
consists of cash or Temporary Cash Investments. In the event and to the extent
that the Net Cash Proceeds received by the Company or any of its Restricted
Subsidiaries from one or more Asset Sales occurring on or after the Closing Date
in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net
Tangible Assets (determined as of the date closest to the commencement of such
12-month period for which a consolidated balance sheet of the Company and its
Subsidiaries has been filed with the Commission pursuant to the "Commission
Reports and Reports to Holders" covenant), then the Company shall or shall cause
the relevant Restricted Subsidiary to (i) within twelve months after the date
Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible
Assets (A) apply an amount equal to such excess Net Cash Proceeds to permanently
repay unsubordinated Indebtedness of the Company, or any Restricted Subsidiary
providing a Subsidiary Guarantee pursuant to the "Limitation on Issuances of
Guarantees by Restricted Subsidiaries" covenant described above or Indebtedness
of any other Restricted Subsidiary, in each case owing to a Person other than
the Company or any of its Restricted Subsidiaries or (B) invest an equal amount,
or the amount not so applied pursuant to clause (A) (or enter into a definitive
agreement committing to so invest within 12 months after the date of such
agreement), in property or assets (other than current assets) of a nature or
type or that are used in a business (or in a company having property and assets
of a nature or type, or engaged in a business) similar or related to the nature
or type of the property and assets of, or the business of, the Company and its
Restricted Subsidiaries existing on the date of such investment and (ii) apply
(no later than the end of the 12-month period referred to in clause (i)) such
excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as
provided in the following paragraph of this "Limitation on Asset Sales"
covenant. The amount of such excess Net Cash Proceeds required to be applied (or
to be committed to be applied) during such 12-month period as set forth in
clause (i) of the preceding sentence and not applied as so required by the end
of such period shall constitute "Excess Proceeds."
Notwithstanding the foregoing, to the extent that any or all of the Net
Cash Proceeds of any Asset Sale of assets based outside the United States are
prohibited or delayed by applicable local law from being repatriated to the
United States and such Net Cash Proceeds are not actually applied in accordance
with the foregoing paragraphs, the Company shall not be required to apply the
portion of such Net Cash Proceeds so affected but may permit the applicable
Restricted Subsidiaries to retain such portion of the Net Cash Proceeds so long,
but only so long, as the applicable local law will not permit repatriation to
the United States (the Company hereby agreeing to cause the applicable
Restricted Subsidiary to promptly take all actions required by the applicable
local law to permit such repatriation) and once such repatriation of any such
affected Net Cash Proceeds is permitted under the applicable local law, such
repatriation will be immediately effected and such repatriated Net Cash Proceeds
will be applied in the manner set forth in this covenant as if the Asset Sale
had occurred on such date; provided that to the extent that the Company has
determined in good faith that repatriation of any or all of
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the Net Cash Proceeds of such Asset Sale would have a material adverse tax cost
consequence, the Net Cash Proceeds so affective may be retained by the
applicable Restricted Subsidiary for so long as such material adverse tax cost
event would continue.
If, as of the first day of any calendar month, the aggregate amount of
Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this
"Limitation on Asset Sales" covenant totals at least $20 million, the Company
must commence, not later than the fifteenth Business Day of such month, and
consummate an Offer to Purchase from the Holders on a pro rata basis an
aggregate principal amount of Notes equal to the Excess Proceeds on such date,
at a purchase price equal to 100% of the principal amount of the Notes, plus, in
each case, accrued interest (if any) to the Payment Date.
REPURCHASE OF NOTES UPON A CHANGE OF CONTROL
The Company must commence, within 30 days of the occurrence of a Change of
Control, and consummate an Offer to Purchase for all Notes then outstanding, at
a purchase price equal to 101% of the principal amount thereof, plus accrued
interest (if any) to the Payment Date.
There can be no assurance that the Company will have sufficient funds
available at the time of any Change of Control to make any debt payment
(including repurchases of Notes) required by the foregoing covenant (as well as
may be contained in other securities of the Company which might be outstanding
at the time). The above covenant requiring the Company to repurchase the Notes
will, unless consents are obtained, require the Company to repay all
indebtedness then outstanding which by its terms would prohibit such Note
repurchase, either prior to or concurrently with such Note repurchase.
COMMISSION REPORTS AND REPORTS TO HOLDERS
Whether or not the Company is required to file reports with the Commission,
the Company shall file with the Commission all such reports and other
information as it would be required to file with the Commission by Sections
13(a) or 15(d) under the Securities Exchange Act of 1934 if it were subject
thereto. The Company shall supply the Trustee and each Holder or shall supply to
the Trustee for forwarding to each such Holder, without cost to such Holder,
copies of such reports and other information.
EVENTS OF DEFAULT
The following events will be defined as "Events of Default" in the
Indenture: (a) default in the payment of principal of (or premium, if any, on)
any Note when the same becomes due and payable at maturity, upon acceleration,
redemption or otherwise; (b) default in the payment of interest on any Note when
the same becomes due and payable, and such default continues for a period of 30
days; (c) default in the performance or breach of the provisions of the
Indenture applicable to mergers, consolidations and transfers of all or
substantially all of the assets of the Company or the failure to make or
consummate an Offer to Purchase in accordance with the "Limitation on Asset
Sales" or "Repurchase of Notes upon a Change of Control" covenant; (d) the
Company defaults in the performance of or breaches any other covenant or
agreement in the Indenture or under the Notes (other than a default specified in
clause (a), (b) or (c) above) and such default or breach continues for a period
of 30 consecutive days after written notice by the Trustee or the Holders of 25%
or more in aggregate principal amount of the Notes; (e) there occurs with
respect to any issue or issues of Indebtedness of the Company or any Significant
Subsidiary having an outstanding principal amount of $10 million or more in the
aggregate for all such issues of all such Persons, whether such Indebtedness
exists on the Closing Date or shall thereafter be created, (I) an event of
default that has caused the holder thereof to declare such Indebtedness to be
due and payable prior to its Stated Maturity and such Indebtedness shall not
have been discharged in full or such acceleration shall not have been rescinded
or annulled within 30 days of such acceleration and/or (II) the failure to make
a principal payment at the final (but not any interim) fixed maturity and such
defaulted payment shall not have been made, waived or extended within 30 days of
such payment default; (f) any final judgment or order (not covered by insurance)
for the payment of money in excess of $10 million in the aggregate for all such
final judgments or orders against all such Persons (treating any deductibles,
self-insurance or retention as not so covered) shall be rendered against the
Company or any Significant Subsidiary and shall not be paid or discharged,
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and there shall be any period of 30 consecutive days following entry of the
final judgment or order that causes the aggregate amount for all such final
judgments or orders outstanding and not paid or discharged against all such
Persons to exceed $10 million during which a stay of enforcement of such final
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect; (g) a court having jurisdiction in the premises enters a decree or order
for (A) relief in respect of the Company or any Significant Subsidiary in an
involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, (B) appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Company or
any Significant Subsidiary or for all or substantially all of the property and
assets of the Company or any Significant Subsidiary or (C) the winding up or
liquidation of the affairs of the Company or any Significant Subsidiary and, in
each case, such decree or order shall remain unstayed and in effect for a period
of 60 consecutive days; or (h) the Company or any Significant Subsidiary (A)
commences a voluntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or consents to the entry of an order for
relief in an involuntary case under any such law, (B) consents to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Company or any
Significant Subsidiary or for all or substantially all of the property and
assets of the Company or any Significant Subsidiary or (C) effects any general
assignment for the benefit of creditors.
If an Event of Default (other than an Event of Default specified in clause
(g) or (h) above that occurs with respect to the Company) occurs and is
continuing under the Indenture, the Trustee or the Holders of at least 25% in
aggregate principal amount of the Notes, then outstanding, by written notice to
the Company (and to the Trustee if such notice is given by the Holders), may,
and the Trustee at the request of such Holders shall, declare the principal of,
premium, if any, and accrued interest on the Notes to be immediately due and
payable. Upon a declaration of acceleration, such principal of, premium, if any,
and accrued interest shall be immediately due and payable. In the event of a
declaration of acceleration because an Event of Default set forth in clause (e)
above has occurred and is continuing, such declaration of acceleration shall be
automatically rescinded and annulled if the event of default triggering such
Event of Default pursuant to clause (e) shall be remedied or cured by the
Company or the relevant Significant Subsidiary or waived by the holders of the
relevant Indebtedness within 60 days after the declaration of acceleration with
respect thereto. If an Event of Default specified in clause (g) or (h) above
occurs with respect to the Company, the principal of, premium, if any, and
accrued interest on the Notes then outstanding shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. The Holders of at least a majority in principal
amount of the outstanding Notes by written notice to the Company and to the
Trustee, may waive all past defaults and rescind and annul a declaration of
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of the principal of, premium, if any, and interest on the
Notes that have become due solely by such declaration of acceleration, have been
cured or waived and (ii) the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction. For information as to the waiver of
defaults, see "-- Modification and Waiver."
The Holders of at least a majority in aggregate principal amount of the
outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee. However, the Trustee may refuse to follow any
direction that conflicts with law or the Indenture, that may involve the Trustee
in personal liability, or that the Trustee determines in good faith may be
unduly prejudicial to the rights of Holders of Notes not joining in the giving
of such direction and may take any other action it deems proper that is not
inconsistent with any such direction received from Holders of Notes. A Holder
may not pursue any remedy with respect to the Indenture or the Notes unless: (i)
the Holder gives the Trustee written notice of a continuing Event of Default;
(ii) the Holders of at least 25% in aggregate principal amount of outstanding
Notes make a written request to the Trustee to pursue the remedy; (iii) such
Holder or Holders offer the Trustee indemnity satisfactory to the Trustee
against any costs, liability or expense; (iv) the Trustee does not comply with
the request within 60 days after receipt of the request and the offer of
indemnity; and (v) during such 60-day period, the Holders of a majority in
aggregate principal amount of the outstanding Notes do not give the Trustee a
direction that is inconsistent with the request. However, such limitations do
not apply to the right of any Holder of a Note to receive payment of the
principal of, premium, if any, or interest on, such Note or to bring suit for
the enforcement of any such payment, on or after the due date expressed in the
Notes, which right shall not be impaired or affected without the consent of the
Holder.
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The Indenture will require certain officers of the Company to certify, on
or before a date not more than 120 days after the end of each fiscal year, that
a review has been conducted of the activities of the Company and its Restricted
Subsidiaries and the Company's and its Restricted Subsidiaries' performance
under the Indenture and that the Company has fulfilled all obligations
thereunder, or, if there has been a default in the fulfillment of any such
obligation, specifying each such default and the nature and status thereof. The
Company will also be obligated to notify the Trustee of any default or defaults
in the performance of any covenants or agreements under the Indenture.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company will not consolidate with, merge with or into, or sell, convey,
transfer, lease or otherwise dispose of all or substantially all of its property
and assets (as an entirety or substantially an entirety in one transaction or a
series of related transactions) to, any Person or permit any Person to merge
with or into the Company unless: (i) the Company shall be the continuing Person,
or the Person (if other than the Company) formed by such consolidation or into
which the Company is merged or that acquired or leased such property and assets
of the Company shall be a corporation organized and validly existing under the
laws of the United States of America or any jurisdiction thereof and shall
expressly assume, by a supplemental indenture, executed and delivered to the
Trustee, all of the obligations of the Company on all of the Notes and under the
Indenture; (ii) immediately after giving effect to such transaction, no Default
or Event of Default shall have occurred and be continuing; (iii) immediately
after giving effect to such transaction on a pro forma basis, the Company or any
Person becoming the successor obligor of the Notes shall have a Consolidated Net
Worth equal to or greater than the Consolidated Net Worth of the Company
immediately prior to such transaction; (iv) immediately after giving effect to
such transaction on a pro forma basis the Company, or any Person becoming the
successor obligor of the Notes, as the case may be, could Incur at least $1.00
of Indebtedness under the first paragraph of the "Limitation on Indebtedness"
covenant; provided that this clause (iv) shall not apply to a consolidation,
merger or sale of all (but not less than all) of the assets of the Company if
all Liens and Indebtedness of the Company or any Person becoming the successor
obligor on the Notes, as the case may be, and its Restricted Subsidiaries
outstanding immediately after such transaction would, if Incurred at such time,
have been permitted to be Incurred (and all such Liens and Indebtedness, other
than Liens and Indebtedness of the Company and its Restricted Subsidiaries
outstanding immediately prior to the transaction, shall be deemed to have been
Incurred) for all purposes of the Indenture; and (v) the Company delivers to the
Trustee an Officers' Certificate (attaching the arithmetic computations to
demonstrate compliance with clauses (iii) and (iv)) and Opinion of Counsel, in
each case stating that such consolidation, merger or transfer and such
supplemental indenture complies with this provision and that all conditions
precedent provided for herein relating to such transaction have been complied
with; provided, however, that clauses (iii) and (iv) above do not apply if, in
the good faith determination of the Board of Directors of the Company, whose
determination shall be evidenced by a Board Resolution, the principal purpose of
such transaction is to change the state of incorporation of the Company; and
provided further that any such transaction shall not have as one of its purposes
the evasion of the foregoing limitations.
DEFEASANCE
Defeasance and Discharge. The Indenture will provide that the Company will
be deemed to have paid and will be discharged from any and all obligations in
respect of the Notes on the 123rd day after the deposit referred to below, and
the provisions of the Indenture will no longer be in effect with respect to the
Notes (except for, among other matters, certain obligations to register the
transfer or exchange of the Notes, to replace stolen, lost or mutilated Notes,
to maintain paying agencies and to hold monies for payment in trust) if, among
other things, (A) the Company has deposited with the Trustee, in trust, money
and/or U.S. Government Obligations that through the payment of interest and
principal in respect thereof in accordance with their terms will provide money
in an amount sufficient to pay the principal of, premium, if any, and accrued
interest on the Notes on the Stated Maturity of such payments in accordance with
the terms of the Indenture and the Notes, (B) the Company has delivered to the
Trustee (i) either (x) an Opinion of Counsel to the effect that Holders will not
recognize income, gain or loss for federal income tax purposes as a result of
the Company's exercise of its option under this "Defeasance" provision and will
be subject to federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit, defeasance and
discharge had not occurred,
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which Opinion of Counsel must be based upon (and accompanied by a copy of) a
ruling of the Internal Revenue Service to the same effect unless there has been
a change in applicable federal income tax law after the Closing Date such that a
ruling is no longer required or (y) a ruling directed to the Trustee received
from the Internal Revenue Service to the same effect as the aforementioned
Opinion of Counsel and (ii) an Opinion of Counsel to the effect that the
creation of the defeasance trust does not violate the Investment Company Act of
1940 and after the passage of 123 days following the deposit, the trust fund
will not be subject to the effect of Section 547 of the United States Bankruptcy
Code or Section 15 of the New York Debtor and Creditor Law, (C) immediately
after giving effect to such deposit on a pro forma basis, no Event of Default,
or event that after the giving of notice or lapse of time or both would become
an Event of Default, shall have occurred and be continuing on the date of such
deposit or during the period ending on the 123rd day after the date of such
deposit, and such deposit shall not result in a breach or violation of, or
constitute a default under, any other agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound and (D) if at such time the Notes are listed on a
national securities exchange, the Company has delivered to the Trustee an
Opinion of Counsel to the effect that the Notes will not be delisted as a result
of such deposit, defeasance and discharge.
Defeasance of Certain Covenants and Certain Events of Default. The
Indenture further will provide that the provisions of the Indenture will no
longer be in effect with respect to clauses (iii) and (iv) under "Consolidation,
Merger and Sale of Assets" and all the covenants described herein under
"Covenants," clause (c) under "Events of Default" with respect to such clauses
(iii) and (iv) under "Consolidation, Merger and Sale of Assets," clause (d)
under "Events of Default" with respect to such other covenants and clauses (e)
and (f) under "Events of Default" shall be deemed not to be Events of Default
upon, among other things, the deposit with the Trustee, in trust, of money
and/or U.S. Government Obligations that through the payment of interest and
principal in respect thereof in accordance with their terms will provide money
in an amount sufficient to pay the principal of, premium, if any, and accrued
interest on the Notes on the Stated Maturity of such payments in accordance with
the terms of the Indenture and the Notes, the satisfaction of the provisions
described in clauses (B)(ii), (C) and (D) of the preceding paragraph and the
delivery by the Company to the Trustee of an Opinion of Counsel to the effect
that, among other things, the Holders will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit and defeasance of
certain covenants and Events of Default and will be subject to federal income
tax on the same amount and in the same manner and at the same times as would
have been the case if such deposit and defeasance had not occurred.
Defeasance and Certain Other Events of Default. In the event the Company
exercises its option to omit compliance with certain covenants and provisions of
the Indenture with respect to the Notes as described in the immediately
preceding paragraph and the Notes are declared due and payable because of the
occurrence of an Event of Default that remains applicable, the amount of money
and/or U.S. Government Obligations on deposit with the Trustee will be
sufficient to pay amounts due on the Notes at the time of their Stated Maturity
but may not be sufficient to pay amounts due on the Notes at the time of the
acceleration resulting from such Event of Default. However, the Company will
remain liable for such payments.
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the outstanding Notes; provided, however, that no
such modification or amendment may, without the consent of each Holder affected
thereby, (i) change the Stated Maturity of the principal of, or any installment
of interest on, any Note, (ii) reduce the principal amount of, or premium, if
any, or interest on, any Note, (iii) change the place or currency of payment of
principal of, or premium, if any, or interest on, any Note, (iv) impair the
right to institute suit for the enforcement of any payment on or after the
Stated Maturity (or, in the case of a redemption, on or after the Redemption
Date) of any Note, (v) reduce the above-stated percentage of outstanding Notes
the consent of whose Holders is necessary to modify or amend the Indenture, (vi)
waive a default in the payment of principal of, premium, if any, or interest on
the Notes or (vii) reduce the percentage or aggregate principal amount of
outstanding Notes the consent of whose Holders is necessary for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults.
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NO PERSONAL LIABILITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS, OR
EMPLOYEES
The Indenture provides that no recourse for the payment of the principal
of, premium, if any, or interest on any of the Notes or for any claim based
thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture, or in any of
the Notes or because of the creation of any Indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer, director, employee
or controlling person of the Company or of any successor Person thereof. Each
Holder, by accepting the Notes, waives and releases all such liability.
CONCERNING THE TRUSTEE
The Indenture provides that, except during the continuance of a Default,
the Trustee will not be liable, except for the performance of such duties as are
specifically set forth in such Indenture. If an Event of Default has occurred
and is continuing, the Trustee will use the same degree of care and skill in its
exercise of the rights and powers vested in it under the Indenture as a prudent
person would exercise under the circumstances in the conduct of such person's
own affairs.
The Indenture and provisions of the Trust Indenture Act of 1939, as
amended, incorporated by reference therein contain limitations on the rights of
the Trustee, should it become a creditor of the Company, to obtain payment of
claims in certain cases or to realize on certain property received by it in
respect of any such claims, as security or otherwise. The Trustee is permitted
to engage in other transactions; provided, however, that if it acquires any
conflicting interest, it must eliminate such conflict or resign.
BOOK-ENTRY; DELIVERY AND FORM
The New Notes will be represented by a permanent global Note in definitive,
fully registered form without interest coupons (the "Global Note") and will be
deposited with the Trustee as custodian for, and registered in the name of a
nominee of, DTC. Except as set forth below, owners of beneficial interests in a
Global Note will not be entitled to receive physical delivery of Certificated
Notes (as defined below).
Ownership of beneficial interests in the Global Note will be limited to
persons who have accounts with DTC ("participants") or persons who hold
interests through participants. Ownership of beneficial interests in the Global
Note will be shown on, and the transfer of that ownership will be effected only
through, records maintained by DTC or its nominee (with respect to interests of
participants) and the records of participants (with respect to interests of
persons other than participants).
So long as DTC, or its nominee, is the registered owner or holder of the
Global Note, DTC or such nominee, as the case may be, will be considered the
sole owner or holder of the New Notes represented by the Global Note for all
purposes under the Indenture and the New Notes. No beneficial owner of an
interest in the Global Note will be able to transfer that interest except in
accordance with DTC's applicable procedures, in addition to those provided for
under the Indenture.
Payments of the principal of, and interest on, the Global Note will be made
to DTC or its nominee, as the case may be, as the registered owner thereof.
Neither the Company, the Trustee nor any Paying Agent will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global Note or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
The Company expects that DTC or its nominee, upon receipt of any payment of
principal or interest in respect of the Global Note, will credit participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of the Global Note as shown on the records of
DTC or its nominee. The Company also expects that payments by participants to
owners of beneficial interests in such Global Note held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers registered
in the names of nominees for such customers. Such payments will be the
responsibility of such participants.
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Transfers between participants in DTC will be effected in the ordinary way
in accordance with DTC rules and will be settled in same-day funds.
The Company expects that DTC will take any action permitted to be taken by
a holder of Notes (including the presentation of New Notes for exchange as
described below) only at the direction of one or more participants to whose
account the DTC interests in the Global Note is credited and only in respect of
such portion of the aggregate principal amount of Notes as to which such
participant or participants has or have given such direction. However, if there
is an Event of Default under the New Notes, DTC will exchange the Global Note
for Certificated Notes, which it will distribute to its participants and which
may be legended as set forth under the heading "Transfer Restrictions."
The Company understands that: DTC is a limited purpose trust company
organized under the laws of the State of New York, a "banking organization"
within the meaning of New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the Uniform Commercial
Code and a "Clearing Agency" registered pursuant to the provisions of Section
17A of the Exchange Act. DTC was created to hold securities for its participants
and facilitate the clearance and settlement of securities transactions between
participants through electronic book-entry changes in accounts of its
participants, thereby eliminating the need for physical movement of certificates
and certain other organizations. Indirect access to the DTC system is available
to others such as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either directly or
indirectly ("indirect participants").
Although DTC is expected to follow the foregoing procedures in order to
facilitate transfers of interests in the Global Note among participants of DTC,
it is under no obligation to perform or continue to perform such procedures, and
such procedures may be discontinued at any time. Neither the Company nor the
Trustee will have any responsibility for the performance by DTC or its
participants or indirect participants of their respective obligations under the
rules and procedures governing their operations.
If DTC is at any time unwilling or unable to continue as a depositary for
the Global Note and a successor depositary is not appointed by the Company
within 90 days, the Company will issue Certificated New Notes.
DESCRIPTION OF THE OLD NOTES
The terms of the Old Notes are identical in all material respects to the
New Notes, except that (i) the Old Notes have not been registered under the
Securities Act, are subject to certain restrictions on transfer and are entitled
to certain registration rights under the Registration Rights Agreement (which
rights will terminate upon consummation of the Exchange Offer, except to the
extent that the Initial Purchaser may have certain registration rights under
limited circumstances); and (ii) the New Notes will not provide for any increase
in the interest rate thereon. In that regard, the Old Notes provide that, in the
event that the Exchange Offer is not consummated or a shelf registration
statement (the "Shelf Registration Statement") with respect to the resale of the
Old Notes is not declared effective on or prior to September 18, 1998, the
interest rate on the Old Notes will increase by 0.50% per annum following
September 18, 1998; provided, however, that if the Company requests holders of
Old Notes to provide certain information called for by the Registration Rights
Agreement for inclusion in any such Shelf Registration Statement, then Old Notes
owned by holders who do not deliver such information to the Company or who do
not provide comments on the Shelf Registration Statement when required pursuant
to the Registration Rights Agreement will not be entitled to any such increase
in the interest rate. Upon the consummation of the Exchange Offer or the
effectiveness of a Shelf Registration Statement, as the case may be, after
September 18, 1998, the interest rate on any Old Notes which remain outstanding
will be reduced, from the date of such consummation or effectiveness, as the
case may be, to 8% per annum and the Old Notes will not thereafter be entitled
to any increase in the interest rate thereon. The New Notes are not entitled to
any such increase in the interest rate thereon. In addition, the Old Notes and
the New Notes will constitute a single series of debt securities under the
Indenture. See "Description of the New Notes -- General." Accordingly, holders
of Old Notes should review the information set forth under "Risk
Factors -- Certain Consequences of a Failure to Exchange Old Notes" and
"Description of the New Notes."
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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes certain United States Federal income tax
considerations to holders of the New Notes who are subject to U.S. net income
tax with respect to the New Notes ("U.S. persons") and who will hold the New
Notes as capital assets. There can be no assurance that the U.S. Internal
Revenue Service (the "IRS") will take a similar view of the purchase, ownership
or disposition of the New Notes. This discussion is based upon the provisions of
the Internal Revenue Code of 1986, as amended, and regulations, rulings and
judicial decisions now in effect, all of which are subject to change. It does
not include any description of the tax laws of any state, local or foreign
governments or any estate or gift tax considerations that may be applicable to
the New Notes or holders thereof. It does not discuss all aspects of U.S.
Federal income taxation that may be relevant to a particular investor in light
of his particular investment circumstances or to certain types of investors
subject to special treatment under the U.S. Federal income tax laws (for
example, dealers in securities or currencies, S corporations, life insurance
companies, tax-exempt organizations, taxpayers subject to the alternative
minimum tax and non-U.S. persons) and also does not discuss New Notes held as a
hedge against currency risks or as part of a straddle with other investments or
as part of a "synthetic security" or other integrated investment (including a
"conversion transaction") comprised of a New Note and one or more other
investments, or situations in which the functional currency of the holders is
not the U.S. dollar.
Holders of Old Notes contemplating acceptance of the Exchange Offer should
consult their own tax advisors with respect to their particular circumstances
and with respect to the effects of state, local or foreign tax laws to which
they may be subject.
EXCHANGE OF NOTES
The exchange of Old Notes for New Notes should not be a taxable event to
holders for U.S. Federal income tax purposes. The exchange of Old Notes for the
New Notes pursuant to the Exchange Offer should not be treated as an "exchange"
for U.S. Federal income tax purposes because the terms of the New Notes should
not be considered to differ significantly from the terms of the Old Notes and
because the exchange is occurring pursuant to the terms of the Old Notes. If,
however, the exchange of the Old Notes for the New Notes were treated as an
exchange for U.S. Federal income tax purposes, such exchange should constitute a
tax-free recapitalization for U.S. Federal income tax purposes in which a holder
would not recognize gain or loss. Accordingly, a holder should have the same
adjusted basis and holding period in the New Notes as it had in the Old Notes
immediately before the exchange.
INTEREST ON THE NOTES
A holder of a Note will be required to report as ordinary interest income
for U.S. Federal income tax purposes interest earned on the Note in accordance
with the holder's regular method of tax accounting.
DISPOSITION OF NEW NOTES
A holder's tax basis for a New Note or an Old Note generally will be the
holder's purchase price for the Old Note. Upon the sale, exchange, redemption,
retirement or other disposition of a Note, a holder will recognize gain or loss
equal to the difference (if any) between the amount realized (except for amounts
attributable to accrued but unpaid interest) and the holder's tax basis in the
Note sold, exchanged, redeemed, retired or disposed of. Such gain or loss will
be long-term capital gain or loss if the Note has been held for more than one
year and otherwise will be short-term capital gain or loss (with certain
exceptions to the characterization as capital gain if the New Note was acquired
at a market discount). The Taxpayer Relief Act of 1997 (the "1997 Tax Act")
reduced the maximum rates on long-term capital gains recognized on capital
assets held by individual taxpayers for more than eighteen months as of the date
of disposition. The capital gains rate for capital assets held by individual
taxpayers for more than twelve months but less than eighteen months was not
changed by the 1997 Tax Act.
BACKUP WITHHOLDING
A holder of a Note may be subject to backup withholding at the rate of 31%
with respect to interest paid on the Note and proceeds from the sale, exchange,
redemption or retirement of the Note, unless such holder (a) is a
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corporation or comes within certain other exempt categories and, when required,
demonstrates that fact or (b) provides a correct taxpayer identification number,
certifies as to no loss of exemption from backup withholding and otherwise
complies with applicable requirements of the backup withholding rules. A holder
of a Note who does not provide the Company with his correct taxpayer
identification number may be subject to penalties imposed by the IRS.
A holder of a Note who is not a U.S. person will generally be exempt from
backup withholding and information reporting requirements, but may be required
to comply with certification and identification procedures in order to obtain an
exemption from backup withholding and information reporting.
Any amount paid as backup withholding will be creditable against the
holder's U.S. Federal income tax liability.
PLAN OF DISTRIBUTION
Each broker-dealer that receives New Notes for its own account in
connection with the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Notes. This Prospectus, as
it may be amended or supplemented from time to time, may be used by
Participating Broker-Dealers during the period referred to below in connection
with resales of New Notes received in exchange for Old Notes if such Old Notes
were acquired by such Participating Broker-Dealers for their own accounts as a
result of market-making activities or other trading activities. The Company has
agreed that this Prospectus, as it may be amended or supplemented from time to
time, may be used by a Participating Broker-Dealer in connection with resales of
such New Notes for a period ending 90 days after the Expiration Date (subject to
extension under certain limited circumstances described herein) or, if earlier,
when all such New Notes have been disposed of by such Participating
Broker-Dealer. See "The Exchange Offer -- Resales of New Notes."
The Company will not receive any cash proceeds from the issuance of the New
Notes offered hereby. New Notes received by broker-dealers for their own
accounts in connection with the Exchange Offer may be sold from time to time in
one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Notes or a combination
of such methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or at negotiated prices. Any
such resale may be made directly to purchasers or to or through brokers or
dealers who may receive compensation in the form of commissions or concessions
from any such broker-dealer and/or the purchasers of any such New Notes. Any
broker-dealer that resells New Notes that were received by it for its own
account in connection with the Exchange Offer and any broker or dealer that
participates in a distribution of such New Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act, and any profit on any
such resale of New Notes and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the Securities Act.
The Letter of Transmittal states that by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Notes offered
hereby will be passed upon for the Company by Cowden, Humphrey & Sarlson Co.,
L.P.A., Cleveland, Ohio, counsel to the Company, and Brown & Wood LLP, New York,
New York, special counsel to the Company. Brown & Wood LLP will rely as to
certain matters of Ohio law upon the opinion of Cowden, Humphrey & Sarlson Co.,
L.P.A.
INDEPENDENT AUDITORS
The consolidated financial statements of Advanced Lighting Technologies,
Inc. and subsidiaries as of June 30, 1998 and 1997 and for each of the three
years in the period ended June 30, 1998 included in this Prospectus and the
financial statements of Ruud Lighting, Inc. as of November 30, 1997 and 1996 and
for each of the three years in the period ended November 30, 1997 included in
this Prospectus have been audited by Ernst & Young LLP, independent auditors as
stated in their reports appearing herein.
100
<PAGE> 102
[THIS PAGE INTENTIONALLY LEFT BLANK]
101
<PAGE> 103
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ADVANCED LIGHTING TECHNOLOGIES, INC.
Audited Consolidated Financial Statements:
Report of Ernst & Young LLP, Independent Auditors......... F-2
Consolidated Balance Sheets as of June 30, 1998 and
1997................................................... F-3
Consolidated Statements of Operations for the Years Ended
June 30, 1998, 1997 and 1996........................... F-4
Statements of Consolidated Shareholders' Equity for the
Years Ended June 30, 1998, 1997 and 1996............... F-5
Consolidated Statements of Cash Flows for the Years Ended
June 30, 1998, 1997 and 1996........................... F-6
Notes to Consolidated Financial Statements................ F-7
Unaudited Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of September 30,
1998 (Unaudited) and June 30, 1998..................... F-27
Condensed Consolidated Statements of Operations
(Unaudited) for the Three Months Ended September 30,
1998 and 1997.......................................... F-28
Condensed Statement of Consolidated Shareholders' Equity
(Unaudited) for the Three Months Ended September 30,
1998................................................... F-29
Condensed Consolidated Statements of Cash Flows
(Unaudited) for the Three Months Ended September 30,
1998 and 1997.......................................... F-30
Notes to Condensed Consolidated Financial Statements
(Unaudited)............................................ F-31
RUUD LIGHTING, INC.
Audited Financial Statements:
Report of Ernst & Young LLP, Independent Auditors......... F-35
Balance Sheets as of November 30, 1997 and 1996........... F-36
Statements of Income for the Years Ended November 30,
1997, 1996 and 1995.................................... F-37
Statements of Shareholders' Equity for the Years Ended
November 30, 1997, 1996 and 1995....................... F-38
Statements of Cash Flows for the Years Ended November 30,
1997, 1996 and 1995.................................... F-39
Notes to Financial Statements............................. F-40
</TABLE>
F-1
<PAGE> 104
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
BOARD OF DIRECTORS AND SHAREHOLDERS
ADVANCED LIGHTING TECHNOLOGIES, INC.
We have audited the accompanying consolidated balance sheets of Advanced
Lighting Technologies, Inc. as of June 30, 1998 and 1997, and the related
consolidated statements of operations, shareholders' equity and cash flows, for
each of the three years in the period ended June 30, 1998. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Advanced Lighting Technologies, Inc. as of June 30, 1998 and 1997, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended June 30, 1998, in conformity with generally accepted
accounting principles.
/ S / ERNST & YOUNG LLP
Cleveland, Ohio
September 28, 1998
F-2
<PAGE> 105
ADVANCED LIGHTING TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
1998 1997
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 21,917 $ 4,198
Short-term investments.................................... 350 4,075
Trade receivables, less allowances of $375 and $315....... 40,779 28,916
Receivables from related parties.......................... 1,034 346
Inventories:
Finished goods......................................... 29,556 21,143
Raw materials and work-in-process...................... 15,184 7,982
-------- --------
44,740 29,125
Prepaid expenses.......................................... 3,200 1,363
Deferred taxes............................................ 2,192 2,566
-------- --------
Total current assets........................................ 114,212 70,589
Property, plant and equipment:
Land and buildings........................................ 31,429 6,143
Machinery and equipment................................... 52,235 32,712
Furniture and fixtures.................................... 18,316 7,704
-------- --------
101,980 46,559
Less accumulated depreciation............................. 11,952 8,558
-------- --------
90,028 38,001
Deferred taxes.............................................. 2,892 535
Receivables from related parties............................ 3,157 1,209
Net assets associated with discontinued operations.......... 5,193 --
Investments in affiliates................................... 20,591 7,565
Other assets................................................ 8,878 4,217
Intangible assets........................................... 34,377 4,737
Excess of cost over net assets of businesses acquired,
net....................................................... 32,524 7,985
-------- --------
$311,852 $134,838
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt..... $ 1,960 $ 3,731
Accounts payable.......................................... 14,967 15,773
Payables to related parties............................... 618 699
Employee-related liabilities.............................. 3,259 2,674
Accrued income and other taxes............................ 2,729 1,689
Other accrued expenses.................................... 13,042 3,643
-------- --------
Total current liabilities................................... 36,575 28,209
Long-term debt.............................................. 117,332 35,908
Other liabilities........................................... 766 463
Deferred taxes.............................................. 3,059 4,226
Shareholders' equity
Preferred stock, $.001 par value, 1,000 shares authorized,
no shares issued....................................... -- --
Common stock, $.001 par value, 80,000 shares authorized,
20,188 shares issued and outstanding in 1998 and 13,435
issued and outstanding in 1997......................... 20 13
Paid-in-capital........................................... 172,900 59,087
Retained earnings (deficit)............................... (18,800) 6,932
-------- --------
154,120 66,032
======== ========
$311,852 $134,838
======== ========
</TABLE>
See notes to consolidated financial statements
F-3
<PAGE> 106
ADVANCED LIGHTING TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
------------------------------
1998 1997 1996
-------- ------- -------
(IN THOUSANDS, EXCEPT PER
SHARE DOLLAR AMOUNTS)
<S> <C> <C> <C>
Net sales.................................................. $163,893 $85,645 $54,636
Costs and expenses:
Cost of sales............................................ 95,341 45,703 29,164
Marketing and selling.................................... 25,746 15,165 8,656
Research and development................................. 9,319 5,097 2,894
General and administrative............................... 10,851 7,133 6,152
Fiber optic joint venture formation costs................ 212 286 --
Purchased research and development....................... 18,220 -- --
Special charges.......................................... 15,918 -- --
Settlement of claims..................................... -- 771 2,732
Amortization of intangible assets........................ 1,454 397 90
-------- ------- -------
Income (loss) from operations.............................. (13,168) 11,093 4,948
Other income (expense):
Interest expense......................................... (3,801) (1,513) (1,548)
Interest income.......................................... 1,436 845 232
Loss from equity investments............................. (501) -- --
-------- ------- -------
Income (loss) from continuing operations before income
taxes and extraordinary charge........................... (16,034) 10,425 3,632
Income taxes............................................... 1,802 2,869 965
-------- ------- -------
Income (loss) from continuing operations before
extraordinary charge..................................... (17,836) 7,556 2,667
Loss from discontinued operations, net of income tax
benefits................................................. (7,292) (452) (150)
-------- ------- -------
Income (loss) before extraordinary charge.................. (25,128) 7,104 2,517
Extraordinary charge from early extinguishment of debt, net
of income tax benefits................................... (604) -- (135)
-------- ------- -------
Net income (loss).......................................... $(25,732) $ 7,104 $ 2,382
======== ======= =======
Earnings per share -- Basic:
Income (loss) from continuing operations................. $ (.98) $ .57 $ .14
Loss from discontinued operations........................ (.40) (.03) (.02)
Extraordinary charge..................................... (.03) -- (.01)
-------- ------- -------
Earnings (loss) per share -- Basic......................... $ (1.41) $ .54 $ .11
======== ======= =======
Earnings per share -- Diluted:
Income (loss) from continuing operations................. $ (.98) $ .55 $ .14
Loss from discontinued operations........................ (.40) (.03) (.02)
Extraordinary charge..................................... (.03) -- (.01)
-------- ------- -------
Earnings (loss) per share -- Diluted....................... $ (1.41) $ .52 $ .11
======== ======= =======
Weighted average shares outstanding
Basic.................................................... 18,195 13,269 9,207
======== ======= =======
Diluted.................................................. 18,195 13,558 9,479
======== ======= =======
</TABLE>
See notes to consolidated financial statements
F-4
<PAGE> 107
ADVANCED LIGHTING TECHNOLOGIES, INC.
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
FOR THE THREE YEARS ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
COMMON STOCK RETAINED
------------------ PAID-IN PREFERRED EARNINGS
SHARES PAR VALUE CAPITAL STOCK (DEFICIT) TOTAL
------ --------- -------- --------- --------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT JULY 1, 1995........... $ 360 $ -- $ 50 $ (1,445) $ (1,035)
Net income........................ -- -- -- 2,382 2,382
Activities prior to initial public
offering of stock:
Purchases of common stock....... 148 -- -- -- 148
Redemption of preferred and
common stock................. (252) -- (50) (1,109) (1,411)
Stock options exercised......... 10 -- -- -- 10
Exchange of subsidiary companies
stock for parent company
stock........................ (259) 259 -- -- --
Noncash settlement of claim..... -- 2,732 -- -- 2,732
------ ----- -------- ---- -------- --------
7,282 7 2,991 -- (172) 2,826
Activities following initial
public offering of stock:
Net proceeds from initial public
offering of common shares.... 2,900 3 23,927 -- -- 23,930
Issuance of common stock in
exchange for warrants and
other consideration.......... 536 -- (1,350) -- -- (1,350)
Exchange of subsidiary company
stock for parent company
stock........................ 50 -- 313 -- -- 313
Issuance of shares in connection
with purchase of business.... 77 1 874 -- -- 875
------ ----- -------- ---- -------- --------
BALANCE AT JUNE 30, 1996.......... 10,845 11 26,755 -- (172) 26,594
Net income........................ -- -- -- 7,104 7,104
Net proceeds from public offering
of common shares................ 2,452 2 30,089 -- -- 30,091
Stock options exercised........... 50 -- 706 -- -- 706
Issuance of shares in connection
with purchases of businesses.... 88 -- 1,537 -- -- 1,537
------ ----- -------- ---- -------- --------
BALANCE AT JUNE 30, 1997.......... 13,435 13 59,087 -- 6,932 66,032
Net loss.......................... -- -- -- (25,732) (25,732)
Net proceeds from public offering
of common shares................ 3,000 3 69,317 -- -- 69,320
Issuance of shares in connection
with purchases of businesses.... 3,646 4 42,727 -- -- 42,731
Stock options exercised........... 98 -- 1,570 1,570
Stock purchases by employees...... 10 -- 199 -- -- 199
------ ----- -------- ---- -------- --------
BALANCE AT JUNE 30, 1998.......... 20,189 $ 20 $172,900 $ -- $(18,800) $154,120
====== ===== ======== ==== ======== ========
</TABLE>
See notes to consolidated financial statements
F-5
<PAGE> 108
ADVANCED LIGHTING TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEARS ENDED JUNE 30,
--------------------------------
1998 1997 1996
-------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)......................................... $(25,732) $ 7,104 $ 2,382
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Purchased in-process research and development........... 18,220 -- --
Depreciation............................................ 3,488 2,182 1,548
Amortization............................................ 1,454 397 90
Provision for doubtful accounts......................... 65 28 43
Deferred income taxes................................... (2,294) 419 695
Noncash settlement of claim............................. -- -- 2,732
Discontinued operations................................. 2,023 -- --
Special charges......................................... 17,984 -- --
Extraordinary charge.................................... 604 -- 135
Changes in operating assets and liabilities:
Trade receivables..................................... (10,185) (10,890) (4,057)
Inventories........................................... (7,856) (12,174) (4,128)
Prepaid expenses and other assets..................... (7,173) (2,995) (3,032)
Net assets associated with discontinued operations.... (5,193) -- --
Accounts payable and accrued expenses................. (1,562) 10,373 4,930
Other liabilities..................................... 303 1,373 (12)
-------- -------- --------
Net cash (used in) provided by operating
activities........................................ (15,854) (4,183) 1,326
INVESTING ACTIVITIES
Capital expenditures...................................... (16,057) (16,015) (5,050)
(Purchase) sale of short-term investments, net............ 3,725 (4,075) --
Purchases of businesses................................... (50,706) (14,960) (3,075)
Investments in affiliates................................. (5,276) (2,827) --
Use of net proceeds from public offering:
Capital expenditures.................................... (14,507) (2,080)
Investments in affiliates............................... (6,780) (4,101) --
-------- -------- --------
Net cash used in investing activities............... (89,601) (44,058) (8,125)
FINANCING ACTIVITIES
Proceeds from revolving credit facility................... 319,786 92,001 10,580
Payments of revolving credit facility..................... (312,213) (60,822) (8,192)
Net proceeds from long-term debt.......................... 96,790 16,775 22,362
Payments of long-term debt and capital leases............. (19,278) (8,159) (19,453)
Issuance of common stock.................................. 1,769 706 157
Redemption of common stock................................ -- -- (311)
Redemption of preferred stock and dividends............... -- -- (1,100)
Net proceeds from public offering......................... 69,320 30,091 23,930
Use of net proceeds from public offering:
Payment of long-term debt............................... (7,400) -- (3,350)
Payment of revolving credit facility.................... (25,600) (16,800) (4,429)
Redemption of warrants.................................. -- -- (6,199)
Payment of trade payables............................... -- (3,035) (4,447)
Payment of note......................................... -- -- (1,541)
Other................................................... -- -- (556)
-------- -------- --------
Net cash provided by financing activities........... 123,174 50,757 7,451
-------- -------- --------
Increase in cash and cash equivalents....................... 17,719 2,516 652
Cash and cash equivalents, beginning of year................ 4,198 1,682 1,030
-------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR...................... $ 21,917 $ 4,198 $ 1,682
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid............................................. $ 2,128 $ 1,375 $ 1,112
Capitalized interest...................................... 1,118 455 98
Income taxes paid......................................... 2,829 81 375
Noncash transactions:
Equipment acquired through capital leases............... 376 1,683 149
Property acquired by assuming mortgage.................. 4,807 -- --
Stock issued for purchases of businesses................ 42,731 1,537 1,188
Detail of acquisitions:
Assets acquired......................................... $121,871 $ 23,033 $ 9,904
Liabilities assumed..................................... 26,295 6,142 5,546
Stock issued............................................ 42,731 1,537 1,188
-------- -------- --------
Cash paid............................................... 52,845 15,354 3,170
Less cash acquired...................................... 2,139 394 95
-------- -------- --------
Net cash paid for acquisitions.......................... $ 50,706 $ 14,960 $ 3,075
======== ======== ========
</TABLE>
See notes to consolidated financial statements
F-6
<PAGE> 109
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
A. ORGANIZATION
Advanced Lighting Technologies, Inc. (the "Company") is an
innovation-driven designer, manufacturer and marketer of metal halide lighting
products, including materials, system components, systems, and production
equipment.
The Company was formed on May 19, 1995 for the purpose of acquiring
ownership, primarily by merger (the "Combination"), of 17 affiliated operating
corporations that were previously under common ownership and management (the
"Predecessors"), each one of which is engaged in an aspect of the metal halide
lighting business. More specifically, the Combination was principally effected
through a series of nonmonetary mergers or stock exchanges in which the
shareholders of the former companies received shares of the Company. The
Combination has been accounted for as a reorganization of entities under common
control. Historical financial statements of each of the Predecessors for periods
prior to the Combination have been combined. Certain adjustments have been
recorded primarily to eliminate intercompany transactions that would have been
required had the Company been a consolidated entity during such periods.
B. SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its majority-owned subsidiaries, after elimination of all significant
intercompany accounts and transactions and related revenues and expenses.
Investments in 50% or less owned companies and joint ventures over which the
Company has the ability to exercise significant influence are accounted for
under the equity method. All other investments and investments of less than 20%
ownership are accounted for under the cost method.
Accounting Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions in certain circumstances that affect amounts reported in the
consolidated financial statements and notes. Actual results could differ from
those estimates.
Translation of Foreign Currency
The functional currency of consolidated subsidiaries outside of the United
States is the local currency. All assets and liabilities of foreign subsidiaries
are translated into United States dollars at year-end exchange rates while
revenues and expenses are translated at weighted-average exchange rates in
effect during the year. The resulting translation adjustments were not
significant in all years presented.
Cash Equivalents
The Company considers all highly-liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
Short-term Investments
Short-term investments are recorded at fair market value, which
approximates cost.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration
of credit risks consist primarily of temporary cash and cash equivalents,
short-term investments and trade receivables. The Company invests its
F-7
<PAGE> 110
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
excess cash primarily in a high quality institutional money-market portfolio and
high quality securities and limits the amount of credit exposure to any one
financial institution.
The Company provides credit in the normal course of business, primarily to
major manufacturers and distributors in the lighting industry and, generally,
collateral or other security is not required. The Company conducts ongoing
credit evaluations of its customers and maintains allowances for potential
credit losses which, when realized, have been within the range of management's
expectations. Credit risk on trade receivables is minimized as a result of the
large and diverse nature of the Company's worldwide customer base.
Inventories
Inventories are valued at the lower of cost (first-in, first-out method) or
market.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. The cost of
self-constructed assets include related materials, labor, overhead and interest.
Repair and maintenance costs are expensed as incurred.
Depreciation is computed for financial reporting purposes by the
straight-line method based on the estimated useful lives of the assets, both
those owned and under capital lease, as follows: buildings, 15 to 40 years;
machinery and equipment, 5 to 25 years; furniture and fixtures, 5 to 15 years;
and, leasehold improvements, the lease periods.
Intangible Assets
Intangible assets are amortized using the straight-line method over the
following lives:
<TABLE>
<S> <C>
Excess of cost over net assets acquired..................... 10 - 40 years
Patents, trademarks and tradenames.......................... 17 - 40 years
Other intangibles........................................... 10 - 40 years
</TABLE>
The Company examines the carrying value of its intangible assets when
indicators of impairment are present. When undiscounted cash flows are not
sufficient to recover the assets' carrying amount, an impairment loss is charged
to expense in the period identified. An impairment loss of $9,354 was charged to
expense in fiscal 1998 and classified as "Special Charges." Accumulated
amortization was $2,313 and $720 at June 30, 1998 and 1997, respectively.
Revenue Recognition
Revenues from the sale of metal halide materials, system components (lamps,
power supplies, system controls, fiber optic cable) and systems are recognized
when products are shipped and production equipment revenues are recognized under
the percentage of completion method.
Advertising Expense
External costs incurred in providing media advertising and promoting
products are expensed the first time the advertising or promotion takes place.
F-8
<PAGE> 111
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Research and Development
Research and development costs, primarily the development of new products
and modifications of existing products, are charged to expense as incurred.
Stock Compensation Arrangements
The Company accounts for its stock compensation arrangements under the
provisions of APB Opinion No. 25 "Accounting for Stock Issued to Employees." The
Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, "Accounting and Disclosure of Stock-Based
Compensation." These provisions require the Company to disclose pro forma net
income as if compensation expense related to grants of stock options were
recognized based on fair value accounting rules.
Costs of Start-Up Activities
In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up
Activities." SOP 98-5 provides authoritative guidance on accounting for and
financial reporting of start-up costs and organization costs. The Company is
required to adopt the SOP on or before July 1, 1999 and, upon adoption, expense
all previously capitalized start-up costs and organization costs as a cumulative
effect of a change in accounting principle. Management is reviewing its
capitalization policies and determining the impact that the adoption of this SOP
is expected to have on its consolidated results of operations and financial
position. At June 30, 1998, the Company estimates that it had approximately
$2,600 of start-up costs included in its consolidated balance sheet.
Financial Statement Presentation Changes
Certain amounts for prior years have been reclassified to conform to the
current year reporting presentation.
C. ACQUISITIONS
During fiscal 1998, 1997 and 1996, the Company completed the business
combinations discussed below, all of which were accounted for by the purchase
method and, accordingly, results of operations for the acquired businesses have
been included in the consolidated statement of operations from their respective
dates of acquisition. Assets acquired and liabilities assumed have been recorded
at fair value based on appraisals and the best estimates available. Pro forma
information is presented where the impact is considered significant to the
results of operations.
On January 2, 1998, the Company acquired all of the capital stock
outstanding (the "Stock") of Ruud Lighting, Inc. ("Ruud"), located in Racine,
Wisconsin. Ruud manufactures and directly markets high-intensity discharge
("HID") lighting systems, with a strong focus on metal halide installations, for
commercial, industrial, outdoor, and related lighting applications. The purchase
price consisted of $35,500 in cash and three million shares of the Company's
Common Stock (valued at $33,023). The excess of the purchase price over the net
tangible assets acquired of $59,919 was allocated to various intangible assets
such as trade name ($13,013), customer service infrastructure ($16,915) and
excess of cost over net assets acquired ($29,991), all of which are being
amortized over 40 years.
The following unaudited pro forma results of operations give effect to the
acquisition of Ruud Lighting as if it had occurred on July 1, 1996. These pro
forma results have been prepared for comparative purposes only and do not
purport to be indicative of the results of operations which would have resulted
had the acquisition occurred on July 1, 1996, or which may result in the future.
F-9
<PAGE> 112
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
--------------------
1998 1997
-------- --------
(UNAUDITED)
<S> <C> <C>
Net sales................................................... $200,054 $153,543
Income (loss) from continuing operations before
extraordinary charge...................................... (16,963) 9,628
Net income (loss)........................................... (24,859) 9,176
Earnings (loss) per share -- diluted:
Before extraordinary charge............................... $ (1.23) $ .55
Net income (loss)......................................... $ (1.26) $ .55
</TABLE>
On January 28, 1998, the Company completed the acquisition of Deposition
Sciences, Inc.("DSI"), of Santa Rosa, California. DSI is the leader in the
development of sophisticated thin film deposition systems (equipment) and
coatings for lighting applications, with particular emphasis on coatings for
metal halide lighting systems. The purchase price consisted of $14,500 in cash
and 599,717 shares of the Company's Common Stock (valued at $9,600). The excess
of the purchase price over the net tangible assets acquired of $22,060 was
allocated to in-process research and development ("R&D") ($18,220) and
intangible assets ($3,840). Intangibles consist of trade names and assembled
workforce and are amortized over 10 years. Purchased in-process R&D includes the
value of products in the development stage that are not considered to have
reached technological feasibility and, in accordance with generally accepted
accounting principles, was capitalized but immediately written-off upon the
acquisition of DSI. The in-process research and development write-off reduced
earnings per share by $1.00 in fiscal 1998.
On January 31, 1998, the Company acquired the remaining 50% partnership
interest (the Company acquired the first 50% as part of its acquisition of Ruud
Lighting) in Ruud Lighting Australia Pty Ltd. ("RLA"), the exclusive distributor
of the Ruud Lighting's products in Australia, for $82 and 5,292 shares of the
Company's Common Stock (valued at $108). The purchase resulted in an excess of
cost over net assets acquired of $338, which is being amortized over 20 years.
On June 2, 1997, the Company purchased for approximately $8,500, the system
component manufacturing and operating assets of W. J. Parry & Co. (Nottingham)
Ltd. ("Parry"), a manufacturer and marketer of magnetic power supplies for high
intensity discharge lighting systems, based in the United Kingdom. The purchase
price resulted in an excess of cost over net assets acquired of $1,121. In
fiscal 1998, the unamortized excess of cost over net assets acquired was
determined to be impaired and, accordingly, was included as a component of the
special charges discussed in Note L.
On February 11, 1997, the Company acquired the shares outstanding of
Ballastronix, Inc., a company focused on designing, manufacturing and marketing
of electromagnetic power supplies for metal halide lighting systems. The
purchase price consisted of $5,511 in cash and 38,024 shares of the Company's
Common Stock (valued at $562). The purchase price resulted in an excess of cost
over net assets acquired of $2,018. In fiscal 1998, the unamortized excess of
cost over net assets acquired was determined to be impaired and, accordingly,
was included as a component of the special charges discussed in Note L.
On January 31, 1997, the Company completed the purchase of certain assets
of Web Design Associates, Inc., a company engaged in consumer product design and
development for approximately $600 in cash. The purchase price resulted in an
excess of cost over net assets acquired of $526, which is being amortized over
15 years.
During December 1996, the Company acquired all the assets (and assumed
certain liabilities) of Cable Lite Corporation in exchange for 50,000 shares of
the Company's Common Stock (valued at $975), with up to an additional 50,000
shares of Common Stock contingently issuable if the per share market price of
the Company's stock was less than $30.00 during the month of June 1998. Based on
the June 1998 stock price, an additional
F-10
<PAGE> 113
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
5,933 shares were issued under the terms of the purchase agreement. Advanced
Cable Lite Corporation designs, manufactures and sells fiber optic and fiber
optic lighting systems. During fiscal 1998, the Company contributed Advanced
Cable Lite Corporation to Unison Fiber Optics Lighting Systems LLC, a joint
venture with Rohm and Haas Company discussed in Note D.
On June 28, 1996, the Company acquired the net assets of Venture Lighting
Australia Pty Ltd ("VLA"), a leading lamp marketing organization in Australia,
for $100 and 76,923 shares of the Company's Common Stock (valued at $875). VLA
was the exclusive agent for the Company's products in Australia from 1987. The
purchase resulted in an excess of cost over net assets acquired of $1,698, which
is being amortized over 20 years.
On March 25, 1996, the Company acquired the net assets of Spectro Electric,
Inc., ("Spectro") for $1,636 and 34,783 shares of the Company's Common Stock
(valued at $500). Spectro (renamed Advanced Lighting Technologies, Canada, Inc.)
distributes the Company's products in the Canadian market and has facilities in
Toronto, Vancouver, Calgary and Montreal. The purchase price resulted in an
excess of cost over net assets acquired of $72. In fiscal 1998, the unamortized
excess of cost over net assets acquired was determined to be impaired and,
accordingly, was included as a component of the special charges discussed in
Note L.
On February 5, 1996, the Company acquired the net assets of Current
Industries, Inc. ("Current") of Oceanside, New York for $1,689. Current designs,
manufacturers and markets specialized electrical and electromagnetic lighting
control systems used in metal halide and other high intensity discharge lighting
systems. The purchase price resulted in an excess of cost over net assets
acquired of $1,456. In fiscal 1998, the unamortized excess of cost over net
assets acquired was determined to be impaired and, accordingly, was included as
a component of the special charges as discussed in Note L.
On July 1, 1995, and February 9, 1996 the Company acquired all of the
common stock outstanding of Venture Lighting-UK ("VLI-UK"), for 50,000 shares of
the Company's Common Stock (valued at $313). VLI-UK was the exclusive
distributor of the Company's products in the United Kingdom. The purchase
resulted in an excess of cost over net assets acquired of $675, which is being
amortized over 20 years.
D. FIBER OPTICS JOINT VENTURE
On December 31, 1997, the Company and Rohm and Haas Company ("Rohm and
Haas") completed a series of agreements that resulted in the formation of Unison
Fiber Optics Lighting Systems LLC ("Unison"), a joint venture that focuses on
the manufacture and sale of fiber optic lighting systems to the worldwide
lighting market. In consideration for a 50% interest in Unison, the Company
contributed its subsidiary, Advanced Cable Lite Corporation, $2,000 in cash,
other fiber optic lighting system assets and is obligated to contribute an
additional $3,000 in cash under a note due January 1, 2000. The Company accounts
for its investment in Unison using the equity method.
The transaction had the following noncash impact of increasing (decreasing)
the Company's December 31, 1997 unaudited consolidated balance sheet:
<TABLE>
<S> <C>
Investments in affiliates................................... $4,592
Working capital, net........................................ (505)
Property, plant and equipment, net.......................... (53)
Other assets................................................ (51)
Excess of cost over net assets of businesses acquired,
net....................................................... (983)
Long-term debt.............................................. 3,000
</TABLE>
F-11
<PAGE> 114
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
In connection with this joint venture, the Company incurred $212 of
formation and development costs charged to operations during the first quarter
of fiscal 1998 and $286 of such costs charged to operations during the fourth
quarter of fiscal 1997.
E. INVESTMENT IN FIBERSTARS, INC.
During July 1997, the Company purchased an equity interest in Fiberstars,
Inc., a marketer and distributor of fiber optic lighting products. At December
31, 1997, the Company owned approximately 669,000 common shares, or 19.6% of
Fiberstars' shares outstanding. On February 11, 1998, the Company increased its
equity ownership to approximately 1,023,000 common shares, or 29% of Fiberstars'
shares outstanding. Accordingly, the Company changed its method of accounting
for its investment to equity from cost in the quarter ended March 31, 1998.
Pursuant to its agreements with Rohm and Haas, Rohm and Haas has the right
to request that the Company divest its interest in Fiberstars. Upon such
request, the Company is required to agree to complete such divestiture within
two years subject to reasonable extension upon consent of Rohm and Haas.
F. INVESTMENT IN VENTURE LIGHTING JAPAN
On April 2, 1997, the Company invested approximately $3,800 of cash in
exchange for a 30% interest in Koto Luminous Co., Ltd. ("Koto"), the Company's
sole agent in Japan. Subsequent to the date of investment, Koto, a marketer and
distributor of metal halide lamps, began doing business under the name Venture
Lighting Japan. Using the proceeds of the investment and an additional
investment by an affiliate, Venture Lighting Japan has equipped and is operating
a metal halide lamp manufacturing facility in Japan. During the fourth quarter
of fiscal 1998, the Company changed its method of accounting for the investment
to equity from cost, with the results of operations of this investment being
insignificant in prior quarters.
G. FINANCING ARRANGEMENTS
Short-term debt consisted of the following:
<TABLE>
<CAPTION>
JUNE 30,
-------------------
1998 1997
-------- -------
<S> <C> <C>
Multioption facility.................................. $ 483 $ 711
Trade facility........................................ 506 253
Installment loan...................................... 62 --
Revolving line of credit.............................. -- 1,391
-------- -------
1,051 2,355
Current portion of long-term debt..................... 909 1,376
-------- -------
$ 1,960 $ 3,731
======== =======
</TABLE>
In June 1996, the Company, on behalf of a foreign subsidiary, entered into
a multioption credit facility with a foreign bank that provides a short-term
credit line of $1,200 and is collateralized with certain operating assets
($4,893 at June 30, 1998) and a $500 deposit with the foreign bank. Amounts
borrowed and related interest are settled quarterly. The foreign bank also
provides a trade facility which allows the foreign subsidiary to issue
documentary letters of credit for imports and term-trade finance for importing
its inventory. The interest rate of this facility varies, depending upon the
denomination of the currency advanced. The weighted average interest rate on the
multioption credit facility was 7.63% and 9.33% during fiscal 1998 and fiscal
1997. The weighted
F-12
<PAGE> 115
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
average interest rate of the trade facility was approximately 7.75% during
fiscal 1998 and 7.58% during fiscal 1997.
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
JUNE 30,
-------------------
1998 1997
-------- -------
<S> <C> <C>
Senior unsecured 8% notes, due March 2008............. $100,000 $ --
Credit Facility....................................... 6,084 --
Loan Agreement........................................ -- 24,754
Promissory note, due January 2000..................... 3,000 --
Mortgage notes payable................................ 7,323 2,499
Obligations under capital leases...................... 1,608 1,598
Prime rate term note.................................. -- 8,000
Other................................................. 226 433
-------- -------
118,241 37,284
Less current portion............................. 909 1,376
-------- -------
$117,332 $35,908
======== =======
</TABLE>
On December 31, 1997, the Company executed a noninterest bearing promissory
note in the amount of $3,000, due January 1, 2000, in partial consideration for
a 50% interest in Unison Fiber Optic Lighting Systems LLC, a joint venture with
Rohm and Haas, that focuses on the manufacture and sale of fiber optic lighting
systems to the worldwide lighting market.
On January 2, 1998, the Company replaced its existing Loan Agreement and
other borrowings in North America with an $85,000 revolving credit facility
provided by several North American financial institutions ("Credit Facility").
Proceeds from this facility were partially used to finance the $35,500 cash
portion of the Ruud purchase price and the $14,500 cash portion of the DSI
purchase price. Proceeds were also used to repay $19,200 of existing and
outstanding North American bank borrowings of ADLT, Ruud and DSI.
The Credit Facility has a three-year term expiring in December 2000,
extendable annually for a three-year term. Interest rates on loans outstanding
are based, at the Company's option, on LIBOR (plus 1.0% to 2.25%) or the agent
bank's prime rate. The Company is also obligated to pay commitment fees of
between .20% and .375% on the unused portion of the facility. The facility
contains certain affirmative and negative covenants customary for this type of
agreement, prohibits cash dividends, and includes financial covenants with
respect to interest coverage, cash flow and tangible net worth. The principal
security for the facility is substantially all of the personal property of the
Company and each of its North American subsidiaries and a pledge of stock of
each of the Company's principal subsidiaries.
On March 13, 1998, the Company sold $100,000 of Senior Notes due March 15,
2008, resulting in net proceeds of approximately $96,150. The Notes have an
annual coupon of 8% and are redeemable at the Company's option, in whole or in
part, on or after March 15, 2003 at certain preset redemption prices. In
addition, at any time prior to March 15, 2001, the Company may redeem up to 35%
of the aggregate principal amount of the Notes at 108% of par with the proceeds
of one or more public equity offerings. Interest on the Senior Notes is payable
semiannually on March 15 and September 15 of each year beginning on September
15, 1998. There are no sinking fund requirements.
F-13
<PAGE> 116
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
The Note Indenture contains covenants that, among other things, limit the
ability of the Company and its Restricted Subsidiaries (as defined therein) to
incur indebtedness, pay dividends, prepay subordinated indebtedness, repurchase
capital stock, make investments, create liens, engage in transactions with
stockholders and affiliates, sell assets and, with respect to the Company,
engage in mergers and consolidations.
Approximately $76,300 of the net proceeds from the Notes were used to repay
amounts outstanding under the Credit Facility, thereby extending the average
maturity of the Company's debt, most of which had been incurred to finance the
acquisitions of Ruud Lighting and DSI.
The aggregate maturities of long-term debt (including capital lease
obligations) for the five fiscal years subsequent to June 30, 1998, were as
follows: 1999 -- $909; 2000 -- $3,758; 2001 -- $6,776; 2002 -- $513; and
2003 -- $258.
Mortgages payable consisted of nine separate notes at various rates of
interest, ranging from 7.5% to 9.5%, and at June 30, 1998 were collateralized by
land and buildings with a net carrying value of $12,131.
The Company leases certain equipment under agreements which are classified
as capital leases. The lease agreements have varying terms and the leased
assets, with a net carrying value of $2,052 at June 30, 1998, are included in
the consolidated balance sheet as machinery and equipment.
During fiscal 1998 and 1996, the Company recorded an extraordinary charge
of $604 (net of applicable income tax benefits of $311) and of $135 (net of
applicable income tax benefits of $91), respectively, for the write-off of
deferred financing costs related to the early extinguishment of debt.
The fair value of debt, based on market rates and maturity dates,
approximates carrying value. Debt issuance costs, classified with other assets,
are being amortized over the terms of the related debt.
The Company is obligated under its Credit Facility to limit its exposure to
fluctuating interest rates for a minimum of $35,000. During fiscal 1998, the
Company entered into two interest rate swap agreements. One expires in February
2001 and has a notional amount of $25,000 with a fixed pay rate of 6.45% and a
receive rate of LIBOR plus .75%. The other expires in February 2003 and has a
notional amount of $25,000 with a fixed pay rate of 6.53% and a receive rate of
LIBOR plus .75%. The swap agreements are contracts to exchange floating rate for
fixed interest payments quarterly over the life of the agreements without the
exchange of the underlying notional amounts. The notional amount of the interest
rate agreements is used to measure interest to be paid or received and does not
represent the amount of exposure to credit loss. The net cash amounts paid or
received on the agreements are recognized as an adjustment to interest expense.
If these agreements were settled at June 30, 1998, the Company would have
received approximately $5.
The Company uses standby letters of credit to satisfy certain security
deposits with service providers, to make borrowings, and as security for a loan
to a foreign investee. These letters are irrevocable and expire within 12 months
of issuance. Standby letters of credit outstanding as of June 30, 1998 were
$417. Historically, the Company has not experienced any significant claims
against these financial instruments. Management does not expect any material
losses to result from these off-balance-sheet instruments because performance is
not expected to be required, and, therefore, is of the opinion that the fair
value of these instruments is zero.
H. SHAREHOLDERS' EQUITY
Shareholders' Equity
In July 1997, the Company issued three million shares of its Common Stock
in a public offering, resulting in net proceeds of $69,320. Approximately
$33,000 of the net proceeds from this offering were used to repay substantially
all amounts outstanding under the Loan Agreement. Of the remaining net proceeds,
$14,507 was
F-14
<PAGE> 117
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
used for capital expenditures, primarily production equipment and leasehold
improvements, $4,780 was used to purchase 29% of Fiberstars, Inc., a company
specializing in the marketing and distribution of fiber optic lighting products,
$2,000 was contributed to Unison, the Company's joint venture with Rohm and
Haas, and the remainder was used for working capital purposes.
On July 16, 1996, the Company issued 2,452,000 shares of its Common Stock
in a public offering at $13.50 a share. Net proceeds, after offering costs,
amounted to $30,091.
On December 12, 1995, the Company completed an initial public offering and
issued 2,900,000 shares of its Common Stock. Prior to the initial public
offering, shares of the Predecessors were exchanged for 7,281,849 shares of
Common Stock of the Company; and 535,887 shares were issued to a warrant holder
in exchange for the warrants. During fiscal 1996, the Company issued 126,923
shares of Common Stock in connection with certain acquisitions. The Common Stock
authorized, issued and outstanding as of June 30, 1995 represents the aggregate
of the Predecessor's common stock. The shares authorized, issued and outstanding
of the individual issues of common stock of the Predecessors are not presented
as the information is not meaningful.
Employee Stock Options
The Company's 1995 Incentive Award Plan and 1998 Incentive Award Plan
provide for the granting of "A" and "B" incentive stock options to purchase
common stock of the Company. The "A" options become exercisable over one-to-five
years from the date of grant depending on the Company's operating performance.
The "B" options become exercisable at the rate of 25% after one year, 35% after
two years, and 40% after three years. The Company's 1997 Billion Dollar Market
Capitalization Incentive Award Plan provides for the granting of incentive stock
options to purchase common stock of the Company. The options become exercisable
when the Company's market capitalization, excluding the impact of stock issued
in completing acquisitions, reaches one billion dollars or after six years,
whichever comes first. All options have been granted at market value on the date
of grant and expire ten years from the date of grant. At June 30, 1998, the
Company had 3,152,130 shares reserved for future issuance upon exercise of stock
options granted under the option plans.
Information related to stock options for the years ended June 30 are as
follows:
<TABLE>
<CAPTION>
1998 1997 1996
---------------------- -------------------- --------------------
WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
---------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Outstanding, beginning of year......... 914,214 $14.38 791,850 $12.33 -- --
Granted................................ 1,939,689 19.56 228,150 19.73 814,350 $12.26
Exercised.............................. (97,209) 11.57 (50,661) 10.32 -- --
Forfeited.............................. (155,347) 16.16 (55,125) 10.63 (22,500) 10.00
---------- -------- --------
Outstanding, end of year............... 2,601,347 18.24 914,214 14.38 791,850 12.33
========== ======== ========
Weighted-average fair value of options
granted during the year.............. $ 8.69 -- $ 6.62 -- $ 3.77 --
</TABLE>
F-15
<PAGE> 118
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
The following table summarizes additional information concerning
outstanding and exercisable options at June 30, 1998:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------- -------------------
WEIGHTED-
AVERAGE WEIGHTED- WEIGHTED-
RANGE OF REMAINING AVERAGE AVERAGE
EXERCISE CONTRACTUAL EXERCISE EXERCISE
PRICES OPTIONS LIFE PRICE OPTIONS PRICE
- --------------- --------- ----------- --------- ------- ---------
<S> <C> <C> <C> <C> <C>
$10.00 to 16.00 322,197 7.4 years $10.12 138,787 $10.10
16.00 to 23.00 2,040,500 9.3 years 18.85 163,466 17.88
23.00 to 26.00 238,650 9.5 years 24.00 -- --
--------- -------
2,601,347 302,253 14.31
========= =======
</TABLE>
If the Company had elected to report compensation expense for the Incentive
Award Plan based on the fair value at the grant dates for all awards consistent
with the methodology prescribed by Statement of Financial Accounting Standard
No. 123, "Accounting for Stock-Based Compensation," net income and earnings per
share would be as follows:
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
--------------------------
1998 1997 1996
-------- ------ ------
<S> <C> <C> <C>
Net income (loss) as reported.................... $(25,732) $7,104 $2,382
Pro forma........................................ (27,384) 6,540 2,208
Earnings (loss) per share as reported............ (1.41) .52 .11
Pro forma........................................ (1.51) .48 .09
</TABLE>
The fair values of the stock options used to calculate the pro forma net
income (loss) and pro forma earnings (loss) per share were estimated using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in fiscal 1998, 1997 and 1996, respectively:
expected volatility of 38%, 30% and 25%; risk-free interest rates of 5.78%,
6.41% and 6.06%; and expected lives of 5 years, 4 years and 4 years with no
dividend yield.
Employee Stock Purchase Plan
The Company's 1997 Employee Stock Purchase Plan authorized and made
available for sale to employees, at a discount of 15%, a total of 100,000 shares
of the Company's Common Stock. The Plan provides substantially all employees who
have completed six months of service an opportunity to purchase shares through
payroll deductions, but such purchases are limited to 10% of eligible
compensation. The purchase price of each share is 85% of the month-end closing
market price of the Company's Common Stock. Employees purchased 9,577 shares of
stock through June 30, 1998. At June 30, 1998, 90,423 shares were available for
future purchases.
I. REDEEMABLE STOCK PURCHASE WARRANTS
Warrants issued in connection with a financing entered into during 1994
were redeemed in December 1995 for $3,000 plus 5.0% of the Company's then
existing common stock. Warrants issued in connection with a financing entered
into during 1990 were redeemed by the Company for $3,199 in March 1996.
F-16
<PAGE> 119
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
J. INCOME TAXES
Income (loss) from continuing operations before income taxes and
extraordinary charges were attributable to the following sources:
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
------------------------------
1998 1997 1996
-------- ------- -------
<S> <C> <C> <C>
United States....................................... $ (9,079) $ 9,548 $ 3,291
Foreign............................................. (6,955) 877 341
-------- ------- -------
Total............................................... $(16,034) $10,425 $ 3,632
======== ======= =======
</TABLE>
The provision for income taxes is computed using the liability method and
is based on applicable federal and state statutory rates adjusted for permanent
differences between financial and taxable income.
Income taxes have been provided as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------ ------
<S> <C> <C> <C>
Current:
Federal.............................................. $ 2,917 $1,545 $ (83)
State and local...................................... 372 550 281
Foreign.............................................. 807 355 72
------- ------ ------
4,096 2,450 270
Deferred:
Federal.............................................. (176) 313 485
State and local...................................... (228) 149 167
Foreign.............................................. (1,890) (43) 43
------- ------ ------
(2,294) 419 695
------- ------ ------
$ 1,802 $2,869 $ 965
======= ====== ======
</TABLE>
Deferred income taxes reflect the tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.
F-17
<PAGE> 120
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Significant components of the Company's net deferred tax assets and
liabilities at June 30, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
------ -------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards.......................... $ 892 $ 1,536
Alternative Minimum Tax carryforward...................... -- 262
Tax under financial reporting accruals.................... 1,212 768
Intangible amortization................................... 486 --
Tax under financial reporting special charges accrual..... 1,718 --
Tax under financial reporting inventory reserves.......... 252 210
Other..................................................... 524 325
------ -------
5,084 3,101
Deferred tax liabilities:
Tax over financial reporting depreciation................. 2,720 2,989
Other..................................................... 339 1,238
------ -------
Total deferred tax liabilities.............................. 3,059 4,227
------ -------
Net deferred tax assets (liabilities)....................... $2,025 $(1,126)
====== =======
</TABLE>
The statutory federal income tax rate and the effective income tax rate are
reconciled as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----- ----- ------
<S> <C> <C> <C>
Statutory tax rate........................................ (35.0)% 35.0% 35.0%
State and local income taxes, net of federal benefit...... .6 3.6 9.2
Nondeductible purchased research and development.......... 39.8 -- --
Research and development tax credit....................... (4.1) -- --
Effect of foreign taxes................................... (1.4) (1.4) --
Nondeductible foreign special charges..................... 9.8 -- --
Net operating loss carryforward........................... -- (2.8) (56.4)
Adjustment of deferred tax liabilities.................... -- (10.9) --
Nondeductible settlement of a claim....................... -- -- 30.9
Other..................................................... 1.5 4.0 7.8
----- ----- ------
Effective tax rate........................................ 11.2% 27.5% 26.5%
===== ===== ======
</TABLE>
At June 30, 1998, the Company had United States net operating loss
carryforwards ("NOLs") for tax purposes of approximately $1,960 to offset future
taxable income. The domestic NOLs expire in fiscal years 2008 through 2011. In
addition, the Company had foreign tax loss carryforwards of $579 with various
expiration dates.
Income taxes paid (net of refunds) were $3,129 in 1998, $81 in 1997, and
$375 in 1996.
K. EMPLOYEE BENEFITS
The Company has defined contribution elective savings and retirement plans
that cover substantially all full-time employees in its domestic and foreign
subsidiaries. The Company matches the contributions of participating employees
on the basis of the percentages specified in the respective plans, ranging from
1% to 2% of eligible
F-18
<PAGE> 121
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
employee earnings. Contribution expense for the defined contribution plans was
$465 in fiscal 1998, $373 in fiscal 1997 and $250 in fiscal 1996.
L. SPECIAL CHARGES
During fiscal 1998, the Company recorded special charges related to an
assessment of the Company's global power supply operations.
The special charges of $17,984 principally relate to the Company's decision
to refocus and restructure its recently acquired global power supply operations
to focus exclusively on opportunities in metal halide. With the January 1998
acquisition of Ruud Lighting, Inc., the Company accelerated this rationalization
of its existing power supply manufacturing operations and distribution
activities in order to capitalize on new opportunities not previously available.
This assessment resulted in (a) the discontinuance of certain power supply
products at the Company's power supply facilities, (b) the write-down of certain
intangible and fixed assets and (c) a $2,066 write-down of inventory which is
classified in cost of sales. In addition, the charges cover the cost of
consolidating distribution activities and facilities, the write-down of assets
in connection with the implementation of new information systems and a
reassessment of investments resulting from a change in expansion strategy
arising from the Ruud Lighting acquisition.
The special charges were determined in accordance with formal plans
developed by the Company's management using the best information available to it
at the time and, subsequently, approved by the Company's Board of Directors. The
amounts the Company may ultimately incur may change as the plans are executed.
The Company periodically reviews its exposures versus the amounts accrued
related to these charges and adjusts the accrual as necessary. The amounts are
classified in the fiscal 1998 statement of operations as: cost of
sales -- $2,066 and special charges -- $15,918. The activity impacting the
accrual related to special charges is summarized in the following table:
<TABLE>
<CAPTION>
CHARGED TO CHARGES BALANCE AS OF
OPERATIONS UTILIZED JUNE 30, 1998
---------- -------- -------------
<S> <C> <C> <C>
Inventories........................................ $ 2,066 $ 158 $1,908
Asset write-downs:
Intangibles...................................... 9,354 9,354 --
Fixed assets..................................... 3,056 2,972 84
Other assets..................................... 2,184 2,184 --
Contractual commitments and other accruals......... 1,209 496 713
Other.............................................. 115 115 --
------- ------- ------
$17,984 $15,279 $2,705
======= ======= ======
</TABLE>
The write-down of intangible assets primarily represents the excess of the
purchase price over the fair value of the net assets acquired and costs
allocated to tradenames, know-how, and other specifically identifiable
intangibles arising from business combinations. Asset write-downs for the
impairment of long-lived intangibles and fixed assets were determined in
accordance with Statement of Financial Accounting Standards No. 121.
Actions required by the Company's plans are expected to be completed by
June 30, 1999. Cash outlays to complete the balance of the Company's initiative
to rationalize the Company's global power supply operations are estimated to be
approximately $700.
F-19
<PAGE> 122
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
The June 30, 1998 balance of the accrual for special charges is classified
within the balance sheet as follows:
<TABLE>
<S> <C>
Inventories................................................. $1,908
Property, plant and equipment............................... 84
Other accrued expenses...................................... 713
</TABLE>
After an income tax benefit of $5,015, these special charges reduced net
income by $12,969, or $.71 diluted earnings per share for fiscal 1998.
M. DISCONTINUED OPERATIONS, SPIN-OFF OF MICROSUN BUSINESS
In March 1998, the Company approved a plan to distribute to its
shareholders all of the ownership of Microsun Technologies, Inc., the subsidiary
primarily responsible for development, design, assembly and marketing of metal
halide portable fixtures for residential and hospitality uses, in a spin-off
transaction which is expected to be tax-free. The Company believes the creation
of two separate companies will enable the Company and Microsun to devote the
resources necessary to develop their core strategies in pursuit of their growth
objectives.
Summary operating information for Microsun for the years ended June 30,
1998, 1997 and 1996 is presented below for informational purposes only and does
not necessarily reflect what the results of operations would have been had
Microsun operated as a stand-alone entity.
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-------------------------
1998 1997 1996
------- ------ ----
(IN THOUSANDS)
<S> <C> <C> <C>
Sales........................................... $ 4,456 $ 845 $ --
Costs and expenses.............................. 13,530 1,469 205
------- ------ ----
Loss before income taxes........................ 9,074 624 205
Income tax benefit.............................. 3,113 172 55
------- ------ ----
Net loss........................................ $ 5,961 $ 452 $150
======= ====== ====
</TABLE>
Operating losses through the intended date of the spin-off follow:
<TABLE>
<CAPTION>
BEFORE INCOME
INCOME TAX
TAXES BENEFIT NET
------- ------- ------
(IN THOUSANDS)
<S> <C> <C> <C>
Operating losses for the year ended June 30,
1998........................................ $ 9,074 $3,113 $5,961
Estimated operating losses from July 1, 1998
to December 31, 1998........................ 2,023 692 1,331
------- ------ ------
Operating losses through spin-off............. $11,097 $3,805 $7,292
======= ====== ======
</TABLE>
The estimated date of disposition extends to December 31, 1998 pending the
determination of the spin-off as tax-free and certain other matters. As a result
of the Board of Directors' approval to spin-off the Microsun business, the
consolidated financial statements of the Company have been adjusted and restated
to reflect MicroSun's results of operations as a discontinued operation in
accordance with generally accepted accounting principles.
F-20
<PAGE> 123
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
N. SETTLEMENT OF CLAIMS
On March 1, 1996, a former common shareholder of a Predecessor asserted a
claim in the United States District Court for the Northern District of Ohio
against the Chief Executive Officer and a director of the Company, and the
Executive Vice President and a director of the Company, and subsequently, a
claim against the Company. The claim alleged that certain misrepresentations
and/or omissions were made to the former common shareholder in connection with:
(i) the Company's purchase of his equity interest effected by a merger of a
Predecessor into the Company, as to which the former common shareholder waived
his statutory appraisal rights and (ii) the purchase by the Chief Executive
Officer of the former common shareholder's beneficial interest in a trust
controlled by the Chief Executive Officer. The former common shareholder alleged
that the misrepresentations and/or omissions caused direct damages which
exceeded $900. The suit also claimed punitive damages in an undetermined amount
believed by the former common shareholder to exceed $2,700. On August 23, 1996,
another former common shareholder filed similar claims against the Chief
Executive Officer and Executive Vice President and the Company seeking direct
damages of $400 and punitive damages of $1,200. The Chief Executive Officer, the
Executive Vice President and the Company denied all of the allegations and
vigorously defended against the claims. On November 29, 1996, the Company, the
Chief Executive Officer and the Executive Vice President reached an out-of-court
settlement of both former common shareholders' claims. The charge of $771
represents the settlement of $475 plus legal and other directly-related costs,
net of insurance recoveries.
On October 27, 1995, several former preferred shareholders of the Company's
lamp manufacturing subsidiary, whose shares were redeemed in August 1995 (prior
to the Combination), asserted a claim against certain officers of the Company.
On November 15, 1995, such officers entered into a settlement agreement with the
former preferred shareholders, whereby such officers and certain other
shareholders transferred, from their personal holdings, an aggregate of 273,185
shares of the Company's common stock to the former preferred shareholders. Since
the settlement resulted in a transfer of personal shares held by such officers,
there was no dilution of the ownership interest of shareholders of the Company.
The settlement was recorded as a noncash expense and paid-in-capital of the
Company.
O. EARNINGS PER SHARE
In February 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
fiscal 1998. Prior year amounts have been restated to comply with FAS No. 128.
F-21
<PAGE> 124
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
Earnings (loss) per share is computed as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------- ------- ------
<S> <C> <C> <C>
Income available to common shareholders:
Income (loss) from continuing operations.................. $(17,836) $ 7,556 $2,667
Less: Increase in warrants' value(1)...................... -- -- 1,350
-------- ------- ------
Income (loss) from continuing operations attributable to
common shareholders.................................... $(17,836) $ 7,556 $1,317
======== ======= ======
Net income (loss)......................................... $(25,732) $ 7,104 $2,382
Less: Increase in warrants' value(1)...................... -- -- 1,350
-------- ------- ------
Net income (loss) attributable to common shareholders..... $(25,732) $ 7,104 $1,032
======== ======= ======
Weighted average shares -- Basic:
Outstanding at beginning of period........................ 13,435 10,844 7,282
Issued pursuant to public offering........................ 2,942 2,327 1,601
Issued upon conversion of warrant......................... -- -- 296
Issued in acquisitions.................................... 1,768 41 --
Issued for exercise of stock options...................... 47 22 --
Issued pursuant to employee stock purchase plan........... 3 -- --
Issued during the period in exchange of subsidiary
stock.................................................. -- -- 20
Issuable in connection with an acquisition................ -- 35 8
-------- ------- ------
Basic weighted average shares.......................... 18,195 13,269 9,207
======== ======= ======
Weighted average shares -- Diluted:
Basic from above.......................................... 18,195 13,269 9,207
Effect of options......................................... -- 289 272
-------- ------- ------
Diluted weighted average shares........................ 18,195 13,558 9,479
======== ======= ======
Earnings (loss) per share -- Basic:
Income (loss) from continuing operations.................. $ (.98) $ .57 $ .14
Loss from discontinued operations......................... (.40) (.03) (.02)
Extraordinary charge...................................... (.03) -- (.01)
-------- ------- ------
Earnings (loss) per share -- Basic........................ $ (1.41) $ .54 $ .11
======== ======= ======
Earnings (loss) per share -- Diluted:
Income (loss) from continuing operations.................. $ (.98) $ .55 $ .14
Loss from discontinued operations......................... (.40) (.03) (.02)
Extraordinary charge...................................... (.03) -- (.01)
-------- ------- ------
Earnings (loss) per share -- Diluted...................... $ (1.41) $ .52 $ .11
======== ======= ======
</TABLE>
- ---------------
(1) The warrants were redeemed in 1996.
F-22
<PAGE> 125
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
P. RELATED PARTY TRANSACTIONS
During January 1996, the Company entered into a six-year Aircraft Operating
Agreement ("Agreement") with an unrelated company to charter certain airplanes
for service into locations which are not adequately served by commercial
carriers. The unrelated company leases the airplanes from an affiliate of the
Company owned by certain officers of the Company. These officers have guaranteed
the repayment of $11,200 of indebtedness incurred by the affiliate to purchase
the airplanes. The Company's minimum annual commitments under the Agreement are
$911. During May 1998, the Company began to charter another airplane from
another unrelated company. This unrelated company also leases the airplane from
an affiliate of the Company owned by certain officers of the Company. These
officers have guaranteed the repayment of $6,400 of indebtedness incurred by the
affiliate to purchase the airplane. Fees paid by the Company under these
arrangements were $2,161 in fiscal 1998, $554 in fiscal 1997, and $244 in fiscal
1996.
The Company paid a director of the Company $129 in fiscal 1998, $79 in
fiscal 1997 and $100 in fiscal 1996 for consulting services.
The Company sold lamps, lamp components, and lamp production equipment to
an overseas company aggregating $1,254 in fiscal 1998, $3,853 in fiscal 1997 and
$2,363 in fiscal 1996. An executive officer and director of the overseas company
became a Director of the Company in January 1996.
Prior to the initial public offering, management fees paid by the Company
to an affiliate were $764 in fiscal 1996.
During fiscal 1996, one of the Company's subsidiaries sold the assets of
its nonlamp product line to an affiliate of the Company owned principally by
certain officers of the Company for an amount equal to the carrying amount of
such assets as of June 30, 1995. As of June 30, 1998 and 1997, the Company had
an 8.5% note from the affiliate for $220 related to the sale of the assets of
the nonlamp product line which is recorded as a long-term receivable from
related parties in the consolidated balance sheet. Total principal and accrued
interest at June 30, 1998 was $269.
Q. COMMITMENTS
The Company leases buildings and certain equipment under noncancelable
operating lease agreements. Total rent expense was $1,495 in 1998, $1,478 in
1997, and $893 in 1996. Future minimum lease commitments, as of June 30, 1998,
were as follows:
<TABLE>
<S> <C>
YEAR:
1999........................................................ $1,009
2000........................................................ 623
2001........................................................ 540
2002........................................................ 426
2003........................................................ 387
Thereafter.................................................. 313
------
Minimum lease payments...................................... $3,298
======
</TABLE>
Estimated costs to complete construction in progress at June 30, 1998 were
$14,838.
F-23
<PAGE> 126
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
R. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of the quarterly results of operations for the
years ended June 30, 1998 and 1997.
<TABLE>
<CAPTION>
FISCAL 1998, THREE MONTHS ENDED
-----------------------------------------------
JUN 30 MAR 31(A) DEC 31 SEP 30
---------- --------- --------- -------
<S> <C> <C> <C> <C>
Net sales....................................... $ 53,002 $ 49,075 $31,879 $29,937
Gross profit.................................... 23,902 18,627 13,412 12,611
Income from operations.......................... 7,474 (29,256) 4,458 4,156
Income from continuing operations before
extraordinary charge.......................... 4,296 (27,953) 3,033 2,788
Loss from discontinued operations, net of tax
benefits...................................... -- (6,753) (241) (298)
Net income (loss)............................... $ 4,296 $(35,310) $ 2,792 $ 2,490
========== ======== ======= =======
Earnings per share -- Basic..................... $ 0.21 $ (1.77) $ .17 $ .15
========== ======== ======= =======
Earnings per share -- Diluted................... $ 0.21 $ (1.77) $ .17 $ .15
========== ======== ======= =======
Price Range of common Stock:
High.......................................... $ 29.938 $ 27.000 $26.500 $27.000
Low........................................... $ 20.875 $ 18.250 $18.250 $22.875
</TABLE>
<TABLE>
<CAPTION>
FISCAL 1997, THREE MONTHS ENDED
----------------------------------------------
JUN 30(B) MAR 31 DEC 31(C) SEP 30
---------- -------- --------- -------
<S> <C> <C> <C> <C>
Net sales....................................... $ 25,354 $ 22,034 $19,948 $18,309
Gross profit.................................... 11,997 10,232 9,330 8,383
Income from operations.......................... 3,596 3,202 1,874 2,421
Income from continuing operations before
extraordinary charge.......................... 2,812 1,970 1,212 1,562
Loss from discontinued operations, net of tax
benefits...................................... (211) (88) (61) (92)
Net income...................................... $ 2,601 $ 1,882 $ 1,151 $ 1,470
========== ======== ======= =======
Earnings per share -- Basic..................... $ .19 $ .14 $ .09 $ .11
========== ======== ======= =======
Earnings per share -- Diluted................... $ .19 $ .14 $ .08 $ .11
========== ======== ======= =======
Price Range of common Stock:
High.......................................... $ 26.500 $ 27.250 $25.250 $19.875
Low........................................... $ 19.000 $ 22.000 $16.375 $13.125
</TABLE>
- ---------------
(a) Third Quarter 1998 -- Net income was reduced by the write-off of purchased
research and development and special charges, net of income tax benefits,
of $32,056.
(b) Fourth Quarter 1997 -- Net income was increased by $1,000 for a change in
accounting estimate related to income taxes.
(c) Second Quarter 1997 -- See Note N regarding claims settlements.
F-24
<PAGE> 127
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
S. INDUSTRY SEGMENT AND GEOGRAPHIC FINANCIAL AREA INFORMATION
The Company operates in a single industry, on a global basis: the design,
manufacture and sales of metal halide lighting products including materials,
components, systems and production equipment.
Information concerning the Company's operations in different geographic
areas at June 30, 1998 and June 30, 1997 and for the years then ended follows:
<TABLE>
<CAPTION>
AT JUNE 30, 1998 AND FOR THE YEAR THEN ENDED
----------------------------------------------------------
NORTH UNITED OTHER
AMERICA KINGDOM FOREIGN ELIMINATIONS CONSOLIDATED
-------- ------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales to unaffiliated customers..... $136,714 $20,287 $6,892 $ -- $163,893
Transfers between geographic areas...... 4,701 91 -- (4,792) --
-------- ------- ------ ------- --------
Net sales............................... $141,415 $20,378 $6,892 $(4,792) $163,893
======== ======= ====== ======= ========
Operating loss from continuing
operations............................ $(10,251) $(7,895) $ 265 $ 4,713 $(13,168)
Identifiable assets..................... 309,320 19,557 6,707 (23,732) 311,852
</TABLE>
<TABLE>
<CAPTION>
AT JUNE 30, 1997 AND FOR THE YEAR THEN ENDED
---------------------------------------------------------
NORTH UNITED OTHER
AMERICA KINGDOM FOREIGN ELIMINATIONS CONSOLIDATED
------- ------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales to unaffiliated customers..... $74,095 $ 5,786 $ 5,764 $ -- $85,645
Transfers between geographic areas...... 3,424 -- -- (3,424) --
------- ------- ------- ------- -------
Net sales............................... $77,519 $ 5,786 $ 5,764 $(3,424) $85,645
======= ======= ======= ======= =======
Operating profit from continuing
operations............................ $10,811 $ 347 $ 270 $ (335) $11,093
Identifiable assets..................... 130,363 14,937 4,895 (15,357) 134,838
</TABLE>
The information presented above may not be indicative of the results of
operations if the geographic areas were independent organizations. Transfers
between geographic areas and other geographic transactions are made at
established transfer prices. Operating profit by geographic segment is net sales
less operating costs, excluding interest and income taxes. Net sales generated
by the foreign operations or identifiable assets of foreign operations were less
than 10% of related consolidated totals for fiscal 1996.
Export sales from the Company's United States operations, which did not
exceed 10% of consolidated sales to any individual country, amounted to $27,153,
$16,696 and $12,129 in fiscal 1998, 1997 and 1996, respectively.
In fiscal 1998 and 1997 no single customer accounted for 10% or more of the
Company's net sales, while approximately $5,689, or 10%, of fiscal 1996 net
sales were made to one customer.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Reporting Disaggregated Information
about a Business Enterprise". The statement requires a "management" approach to
reporting financial and descriptive information about a Company's operating
segments. The Company must adopt this statement in the first quarter of fiscal
1999. Management is currently studying the potential effect of adopting this
statement.
T. PURCHASE OF CORPORATE HEADQUARTERS
During March 1998, the Company purchased land and a building in Solon, Ohio
for $7,758, which includes the assumption of an existing mortgage of
approximately $4,800. The mortgage has a 9.39% interest rate, a prepayment
penalty that approximates $1,000, requires monthly amortizing payments and a
final payment of
F-25
<PAGE> 128
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
JUNE 30, 1998
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
$4,100 due in June 2006. Prior to the purchase, a portion of the property was
leased and used by the Company for system components manufacturing and office
space. Subsequent to purchase, the Company relocated its world headquarters to
the facility. The Company has invested and intends to invest additional amounts
for expanded manufacturing, sales and training facilities.
F-26
<PAGE> 129
ADVANCED LIGHTING TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
1998 1998
------------- ---------
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 22,738 $ 21,917
Short-term investments.................................... 350 350
Trade receivables, less allowances of $442 and $397....... 46,852 40,779
Receivables from related parties.......................... 1,620 1,034
Inventories:
Finished goods......................................... 32,322 29,556
Raw materials and work-in-process...................... 18,679 15,184
-------- --------
51,001 44,740
Prepaid expenses.......................................... 3,586 3,200
Deferred taxes............................................ 2,192 2,192
-------- --------
Total current assets........................................ 128,339 114,212
Property, plant and equipment:
Land and buildings........................................ 35,048 31,429
Machinery and equipment................................... 57,827 52,235
Furniture and fixtures.................................... 19,512 18,316
-------- --------
112,387 101,980
Less accumulated depreciation............................. 13,421 11,952
-------- --------
98,966 90,028
Deferred taxes.............................................. 4,332 2,892
Receivables from related parties............................ 4,276 3,157
Net assets associated with discontinued operations.......... 3,724 5,193
Investments in affiliates................................... 25,250 20,591
Other assets................................................ 8,242 8,878
Intangible assets........................................... 34,162 34,377
Excess of cost over net assets of businesses acquired,
net....................................................... 34,453 32,524
-------- --------
$341,744 $311,852
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt..... $ 1,998 $ 1,960
Accounts payable.......................................... 14,187 14,967
Payables to related parties............................... 369 618
Employee-related liabilities.............................. 3,693 3,259
Accrued income and other taxes............................ 914 2,729
Other accrued expenses.................................... 9,808 13,042
-------- --------
Total current liabilities................................... 30,969 36,575
Long-term debt.............................................. 152,045 117,332
Other liabilities........................................... 507 766
Deferred taxes.............................................. 3,213 3,059
Shareholders' equity
Preferred stock, $.001 par value, 1,000 shares authorized,
no shares issued....................................... -- --
Common stock, $.001 par value, 80,000 shares authorized,
20,210 shares issued and outstanding as of September
30, 1998 and 20,189 shares issued and outstanding as of
June 30, 1998.......................................... 20 20
Paid-in-capital........................................... 173,236 172,900
Accumulated other comprehensive income.................... 266 --
Retained earnings (deficit)............................... (18,512) (18,800)
-------- --------
155,010 154,120
-------- --------
$341,744 $311,852
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
F-27
<PAGE> 130
ADVANCED LIGHTING TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DOLLAR AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------
1998 1997
-------- --------
<S> <C> <C>
Net sales................................................... $ 50,358 $ 29,937
Costs and expenses:
Cost of sales.......................................... 29,636 17,326
Marketing and selling.................................. 8,859 4,416
Research and development............................... 3,748 1,399
General and administrative............................. 4,321 2,214
Fiber optic joint venture formation costs.............. -- 212
Amortization of intangible assets...................... 559 214
-------- --------
Income from operations...................................... 3,235 4,156
Other income (expense):
Interest expense....................................... (2,727) (327)
Interest income........................................ 238 527
Loss from equity investments........................... (189) --
-------- --------
Income from continuing operations before income taxes....... 557 4,356
Income taxes................................................ 269 1,568
-------- --------
Income from continuing operations........................... 288 2,788
Loss from discontinued operations, net of income tax
benefits.................................................. -- (298)
-------- --------
Net income.................................................. $ 288 $ 2,490
======== ========
Earnings per share -- Basic:
Income from continuing operations......................... $ .01 $ .17
Loss from discontinued operations......................... -- (.02)
-------- --------
Earnings per share -- Basic................................. $ .01 $ .15
======== ========
Earnings per share -- Diluted:
Income from continuing operations......................... $ .01 $ .17
Loss from discontinued operations......................... -- (.02)
-------- --------
Earnings per share -- Diluted............................... $ .01 $ .15
======== ========
Weighted average shares outstanding:
Basic................................................ 20,205 16,260
======== ========
Diluted.............................................. 20,573 16,625
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
F-28
<PAGE> 131
ADVANCED LIGHTING TECHNOLOGIES, INC.
CONDENSED STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
COMMON STOCK ACCUMULATED
------------------- OTHER RETAINED
PAR PAID-IN COMPREHENSIVE EARNINGS
SHARES VALUE CAPITAL INCOME (DEFICIT) TOTAL
------ --------- -------- ------------- --------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT JULY 1, 1998....................... 20,189 $20 $172,900 $ -- $(18,800) $154,120
Net income.................................... -- -- -- -- 288 288
Foreign currency translation adjustment....... -- -- -- 266 -- 266
Stock options exercised....................... 18 -- 279 -- -- 279
Stock purchases by employees.................. 3 -- 57 -- -- 57
------ --- -------- ---- -------- --------
BALANCE AT SEPTEMBER 30, 1998................. 20,210 $20 $173,236 $266 $(18,512) $155,010
====== === ======== ==== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
F-29
<PAGE> 132
ADVANCED LIGHTING TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------
1998 1997
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income................................................ $ 288 $ 2,490
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation........................................... 1,469 649
Amortization........................................... 559 214
Deferred income taxes.................................. -- 443
Changes in operating assets and liabilities:
Trade receivables.................................... (6,060) (3,743)
Inventories.......................................... (4,492) (3,343)
Prepaids and other assets............................ (171) (1,100)
Net assets associated with discontinued operations... (1,970) --
Accounts payable and accrued expenses................ (5,369) (3,994)
Other................................................ 160 (378)
-------- --------
Net cash used in operating activities............. (15,586) (8,762)
INVESTING ACTIVITIES
Capital expenditures...................................... (9,066) --
Purchases of businesses................................... (3,257) --
Investments in affiliates................................. (4,659) (671)
Use of net proceeds from public offering:
Capital expenditures................................. -- (5,095)
Acquisition of minority interest in Fiberstars,
Inc................................................. -- (2,835)
-------- --------
Net cash used in investing activities............. (16,982) (8,601)
FINANCING ACTIVITIES
Proceeds from revolving credit facility................... 88,306 17,457
Payments of revolving credit facility..................... (54,681) (15,107)
Proceeds from long-term debt.............................. 868 1,387
Payments of long-term debt and capital leases............. (1,440) (882)
Issuance of common stock.................................. 336 314
Net proceeds from public offering......................... -- 69,335
Use of net proceeds from public offering:
Payment of long-term debt and revolving credit
facility............................................ -- (35,500)
-------- --------
Net cash provided by financing activities......... 33,389 37,004
-------- --------
Increase in cash and cash equivalents....................... 821 19,641
Cash and cash equivalents, beginning of period.............. 21,917 4,198
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 22,738 $ 23,839
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid............................................. $ 4,510 $ 362
Income taxes paid......................................... 60 213
Capitalized interest...................................... 209 126
Equipment acquired through capital leases................. -- 376
Detail of acquisitions:
Assets acquired........................................ $ 7,078 --
Liabilities assumed.................................... (3,756) --
-------- --------
Cash paid.............................................. 3,322 --
Less cash acquired..................................... (65) --
-------- --------
Net cash paid for acquisition.......................... $ 3,257 --
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
F-30
<PAGE> 133
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1998
(DOLLAR AMOUNTS IN THOUSANDS)
A. ORGANIZATION
Advanced Lighting Technologies, Inc. (the "Company" or "ADLT") is an
innovation-driven designer, manufacturer and marketer of metal halide lighting
products, including materials, system components, systems, and production
equipment.
B. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions for Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all the
information and disclosures required by generally accepted accounting principles
for complete financial statements. In the opinion of management, the financial
statements include all material adjustments necessary for a fair presentation,
including adjustments of a normal and recurring nature as well as adjustments to
the accrual for special charges described in Note F. For further information,
refer to the consolidated financial statements and notes thereto included in the
Company's annual report on Form 10-K for the year ended June 30, 1998. Operating
results for the three months ended September 30, 1998 are not necessarily
indicative of the results that may be expected for the full-year ending June 30,
1999.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts and related disclosures. Actual results
could differ from those estimates.
In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up
Activities." SOP 98-5 provides authoritative guidance on accounting for and
financial reporting of start-up costs and organization costs. The Company is
required to adopt the SOP on July 1, 1999 and, upon adoption, expense all
previously capitalized start-up costs and organization costs as a cumulative
effect of a change in accounting principle. Management is reviewing its
capitalization policies and determining the impact that the adoption of this SOP
is expected to have on its consolidated results of operations and financial
position. At September 30, 1998, the Company estimates that it had approximately
$2,650 of start-up costs included in its consolidated balance sheet.
C. COMPREHENSIVE INCOME
During the first quarter of fiscal 1999, the Company adopted Statement of
Financial Accounting Standards (FAS) No. 130, "Reporting Comprehensive Income,"
which requires disclosure of comprehensive income and its components. FAS No.
130 requires companies to report, in addition to net income, other components of
comprehensive income, which for the Company includes foreign currency
translation adjustments.
For the three months ended September 30, 1998 and 1997, the Company's
comprehensive income was $554 and $2,490 , respectively. The Company's adoption
of FAS No. 130 had no effect on the Company's reported results of operations or
financial position.
D. REVOLVING BANK CREDIT FACILITY
On October 19, 1998, the Company voluntarily reduced the maximum committed
availability under its revolving credit facility provided by several North
American financial institutions ("Credit Facility") to $65,000 from $85,000.
Based on the terms of the Credit Facility, the Company had $12,600 in available
borrowings as of September 30, 1998.
F-31
<PAGE> 134
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
SEPTEMBER 30, 1998
(DOLLAR AMOUNTS IN THOUSANDS)
The Credit Facility has a three-year term expiring in December 2000,
extendable annually for a three-year term. Interest rates on loans outstanding
are based, at the Company's option, on LIBOR (plus 1.0% to 2.25%) or the agent
bank's prime rate. The Company is also obligated to pay commitment fees of
between .20% and .375% on the unused portion of the facility. The facility
contains certain affirmative and negative covenants customary for this type of
agreement, prohibits cash dividends, and includes financial covenants with
respect to interest coverage, cash flow and tangible net worth. The principal
security for the facility is substantially all of the personal property of the
Company and each of its North American subsidiaries and a pledge of stock of
each of the Company's principal subsidiaries.
E. SENIOR NOTES OFFERING
On March 13, 1998, the Company sold $100,000 of Senior Notes due March 15,
2008, resulting in net proceeds of approximately $96,150. The Notes have an
annual coupon rate of 8% and are redeemable at the Company's option, in whole or
in part, on or after March 15, 2003 at certain preset redemption prices. In
addition, at any time prior to March 15, 2001, the Company may redeem up to 35%
of the aggregate principal amount of the Notes at 108% of par with the proceeds
of one or more public equity offerings. Interest on the Senior Notes is payable
semiannually on March 15 and September 15 of each year beginning on September
15, 1998. There are no sinking fund requirements.
From September 14, 1998 until completion of a registered exchange offer to
existing noteholders, the Senior Notes bear interest at 8.5%. The offer is
expected to be completed within 45 days following the effectiveness of the
Company's related registration statement.
The Indenture contains covenants that, among other things, limit the
ability of the Company and its Restricted Subsidiaries (as defined therein) to
incur indebtedness, pay dividends, prepay subordinated indebtedness, repurchase
capital stock, make investments, create liens, engage in transactions with
stockholders and affiliates, sell assets and, with respect to the Company,
engage in mergers and consolidations.
F. SPECIAL CHARGES
During the fiscal year ended June 30, 1998, the Company recorded special
charges related to an assessment of the Company's global power supply
operations. The special charges of $17,984 principally relate to the Company's
decision to refocus and restructure its recently acquired global power supply
operations to concentrate exclusively on opportunities in metal halide. With the
January 1998 acquisition of Ruud Lighting, Inc., the Company accelerated the
rationalization of its existing power supply manufacturing operations and
distribution activities in order to capitalize on new opportunities not
previously available. This assessment resulted in (a) the discontinuance of
certain power supply products at the Company's power supply facilities and (b)
the write-down of certain intangible and fixed assets and (c) a $2,066
write-down of inventory which was classified in cost of sales.
The special charges were determined in accordance with formal plans
developed by the Company's management using the best information available to it
at the time and, subsequently, approved by the Company's Board of Directors. The
amounts the Company may ultimately incur may change as the plans are executed.
Actions required by the plans are expected to be completed by June 30,
1999. Cash outlays to complete the balance of the Company's initiative to
rationalize the Company's global power supply operations are estimated to be
approximately $700.
F-32
<PAGE> 135
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
SEPTEMBER 30, 1998
(DOLLAR AMOUNTS IN THOUSANDS)
The activity impacting the accrual related to these charges during the
first quarter of fiscal 1999 is summarized below:
<TABLE>
<CAPTION>
BALANCE AT CHARGES BALANCE AT
JUNE 30, 1998 UTILIZED SEPT. 30, 1998
------------- -------- --------------
<S> <C> <C> <C>
Inventories.................................... $1,908 $268 $1,640
Property, plant, and equipment................. 84 59 25
Other accrued expenses......................... 713 529 184
------ ---- ------
$2,705 $856 $1,849
====== ==== ======
</TABLE>
G. DISCONTINUED OPERATIONS, MICROSUN BUSINESS
In March 1998, the Company approved a plan to distribute to its
shareholders, as a tax-free spin-off transaction estimated to be completed by
December 31, 1998, all of the ownership of Microsun Technologies, Inc., the
subsidiary primarily responsible for development, design, assembly and marketing
of metal halide portable fixtures for residential and hospitality uses. As a
result, the consolidated financial statements of ADLT were reclassified to
reflect the results of operations of Microsun as a discontinued operation in
accordance with generally accepted accounting principles.
Because of the deterioration of the capital markets subsequent to June 30,
1998 and the inability to raise capital necessary to spin-off the Microsun
business, management is presently re-evaluating the manner of disposal of the
Microsun business, with the objective of minimizing near-term costs and cash
outflow. The re-evaluation is intended to be all-inclusive and modifications to
the plan of disposal, expected to be completed by December 31, 1998, will
consider winding-down or liquidating the Microsun operations.
Summary operating information for Microsun for the three month periods
ended September 30, 1998 and 1997, is presented below for informational purposes
only and does not necessarily reflect what the results of operations would have
been had Microsun operated as a stand-alone entity.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
SEPTEMBER 30,
--------------
1998 1997
------ ----
<S> <C> <C>
Sales....................................................... $ 929 $305
Costs and expenses.......................................... 2,225 771
------ ----
Loss before income taxes.................................... 1,296 466
Income tax benefit.......................................... 443 168
------ ----
Net loss.................................................... $ 853 $298
====== ====
</TABLE>
Operating losses from the measurement date (March 31, 1998) through the
intended date of disposal (December 31, 1998) follow:
<TABLE>
<CAPTION>
BEFORE
INCOME INCOME
TAXES TAXES NET
------ ------ ------
<S> <C> <C> <C>
Operating losses for the six months ended September 30,
1998.................................................. $8,373 $2,837 $5,536
Estimated operating losses from October 1 to December
31, 1998.............................................. 727 249 478
------ ------ ------
Operating losses through disposal....................... $9,100 $3,086 $6,014
====== ====== ======
</TABLE>
F-33
<PAGE> 136
ADVANCED LIGHTING TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) -- (CONTINUED)
SEPTEMBER 30, 1998
(DOLLAR AMOUNTS IN THOUSANDS)
H. RELATED PARTY TRANSACTION
Pursuant to a loan agreement dated October 8, 1998, between the Company and
its Chairman and Chief Executive Officer ("the CEO"), the Company has loaned
$9,000 to its CEO for a one-year term at an interest rate of 8%. The loan was
made following approval by the Company's Board of Directors. The proceeds of the
loan were used by the Company's CEO to reduce the outstanding principal balance
of a margin account loan, which is secured by 2,053,070 shares of the Company's
Common Stock owned by the CEO and a related entity. In connection with the loan,
the Company's Board of Directors asked for and received the CEO's agreement to
extend the term of his employment agreement to December 31, 2003. The loan
agreement prohibits the CEO from encumbering his shares of the Company's Common
Stock in any manner except pursuant to the existing agreements governing the
CEO's margin account, without the consent of the Company's Board of Directors.
The loan is partially secured by certain real estate owned by the CEO.
I. SUBSEQUENT EVENTS
On November 11, 1998, the Company announced actions to implement a plan to
modify its Pacific Rim expansion strategy, including an evaluation of existing
equipment contracts with affiliated companies in the Pacific Rim; revise its
global lamp manufacturing strategy; consolidate several lamp manufacturing
facilities; consolidate marketing operations in North America and in Europe;
exit noncore product lines; reduce corporate overhead, including a reduction of
its workforce; reduce capital equipment expansion plans; and defer facilities
expansion.
The Company anticipates recording pretax charges of between $10,000 to
$21,000 as a result of implementing these changes.
F-34
<PAGE> 137
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Board of Directors
Ruud Lighting, Inc.
We have audited the accompanying balance sheets of Ruud Lighting, Inc. (the
Company) as of November 30, 1997 and 1996, and the related statements of income,
shareholders' equity and cash flows for each of the three years in the period
ended November 30, 1997. 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 in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Ruud Lighting, Inc. as of
November 30, 1997 and 1996, and the results of its operations and its cash flows
for each of the three years in the period ended November 30, 1997, in conformity
with generally accepted accounting principles.
/s/ Ernst & Young LLP
Cleveland, Ohio
December 19, 1997
F-35
<PAGE> 138
RUUD LIGHTING, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
NOVEMBER 30
----------------------
1997 1996
-------- --------
(IN THOUSANDS, EXCEPT
SHARE AMOUNTS)
<S> <C> <C>
ASSETS
Current assets:
Cash...................................................... $ 39 $ 134
Trade accounts receivable, less allowances of $24 and $4,
respectively........................................... 1,600 2,182
Receivables from related parties.......................... 79 259
Other receivables......................................... 56 216
Inventories:
Finished goods......................................... 3,023 2,956
Raw materials.......................................... 5,134 5,082
------- -------
8,157 8,038
Prepaid expenses.......................................... 289 333
------- -------
Total current assets........................................ 10,220 11,162
Property and equipment:
Land and buildings........................................ 18,450 18,702
Machinery and equipment................................... 12,834 11,317
Furniture and fixtures.................................... 5,088 4,392
------- -------
36,372 34,411
Less accumulated depreciation............................. 13,774 11,294
------- -------
22,598 23,117
Investments in affiliates................................... 517 380
Other assets................................................ 375 177
------- -------
$33,710 $34,836
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term
debt................................................... $ -- $ 4,041
Accounts payable.......................................... 4,329 4,190
Payables to related parties............................... 18 115
Employee-related liabilities.............................. 2,060 1,621
Accrued taxes............................................. 218 388
Other accrued liabilities................................. 447 617
------- -------
Total current liabilities................................... 7,072 10,972
Long-term debt.............................................. 11,074 8,300
Mezzanine equity, 5,240 shares issued and outstanding....... 7,767 7,767
Shareholders' equity:
Common stock, $1 par value, 56,000 shares authorized,
5,260 shares issued and outstanding.................... 5 5
Paid-in capital........................................... 120 120
Retained earnings......................................... 7,672 7,672
------- -------
Total shareholders' equity.................................. 7,797 7,797
------- -------
$33,710 $34,836
======= =======
</TABLE>
See notes to financial statements
F-36
<PAGE> 139
RUUD LIGHTING, INC.
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30
---------------------------
1997 1996 1995
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Net sales................................................... $69,249 $65,443 $58,762
Costs and expenses:
Cost of sales............................................. 46,746 44,647 41,800
Marketing and selling..................................... 5,970 6,626 5,027
Research and development.................................. 2,002 1,885 1,725
General and administrative expenses....................... 6,358 5,478 4,825
------- ------- -------
Income from operations...................................... 8,173 6,807 5,385
Interest expense............................................ (1,070) (823) (730)
------- ------- -------
Net income.................................................. $ 7,103 $ 5,984 $ 4,655
======= ======= =======
</TABLE>
See notes to financial statements
F-37
<PAGE> 140
RUUD LIGHTING, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
YEARS ENDED
NOVEMBER 30, 1997, 1996 AND 1995
-------------------------------------
COMMON PAID-IN RETAINED
STOCK CAPITAL EARNINGS TOTAL
------ ------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Balance December 1, 1994................................. $ 5 $120 $ 5,373 $ 5,498
Net income............................................. -- -- 4,655 4,655
Distributions to shareholders.......................... -- -- (3,250) (3,250)
Transfer to mezzanine equity........................... -- -- (701) (701)
---- ---- ------- -------
Balance November 30, 1995................................ 5 120 6,077 6,202
Net income............................................. -- -- 5,984 5,984
Distributions to shareholders.......................... -- -- (2,800) (2,800)
Transfer to mezzanine equity........................... -- -- (1,589) (1,589)
---- ---- ------- -------
Balance November 30, 1996................................ 5 120 7,672 7,797
Net income............................................. -- -- 7,103 7,103
Distributions to shareholders.......................... -- -- (7,103) (7,103)
---- ---- ------- -------
Balance November 30, 1997................................ $ 5 $120 $ 7,672 $ 7,797
==== ==== ======= =======
</TABLE>
See notes to financial statements
F-38
<PAGE> 141
RUUD LIGHTING, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30
----------------------------
1997 1996 1995
-------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income.................................................. $ 7,103 $ 5,984 $ 4,655
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation.............................................. 2,621 2,427 2,232
Provision for doubtful accounts........................... 20 -- --
Loss on disposal of property and equipment................ 31 6 87
Net changes in:
Accounts receivable and other receivables.............. 902 (831) (88)
Inventories............................................ (119) (499) (357)
Prepaid expenses and other assets...................... (154) (67) (167)
Accounts payable and accrued expenses.................. 141 232 59
-------- ------- -------
Net cash provided by operating activities................... 10,545 7,252 6,421
INVESTING ACTIVITIES
Capital expenditures........................................ (2,479) (8,357) (5,294)
Proceeds on sale of property................................ 346 19 21
Investments in affiliates................................... (137) (41) (339)
-------- ------- -------
Net cash used in investing activities....................... (2,270) (8,379) (5,612)
FINANCING ACTIVITIES
Net proceeds (payments) on short-term borrowings............ (3,340) (935) 3,306
Proceeds from issuance of long-term debt.................... 27,257 5,069 1,765
Payments of long-term debt.................................. (25,184) (304) (2,599)
Distributions to shareholders............................... (7,103) (2,800) (3,250)
-------- ------- -------
Net cash (used in) provided by financing activities......... (8,370) 1,030 (778)
-------- ------- -------
Net (decrease) increase in cash............................. (95) (97) 31
Cash at beginning of year................................... 134 231 200
-------- ------- -------
Cash at end of year......................................... $ 39 $ 134 $ 231
======== ======= =======
Supplemental cash flow information:
Interest paid............................................. $ 1,083 $ 1,063 $ 797
======== ======= =======
Capitalized interest...................................... $ -- $ 236 $ 65
======== ======= =======
</TABLE>
See notes to financial statements
F-39
<PAGE> 142
RUUD LIGHTING, INC.
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1997
(DOLLAR AMOUNTS IN THOUSANDS)
A. ORGANIZATION
Nature of Business
Ruud Lighting, Inc. (the Company) purchases and manufactures lighting
products primarily for sale in the construction and commercial markets in the
United States, Canada, Mexico and Pacific Rim countries. In addition, the
Company operates a facility in which aluminum and steel parts are treated,
painted and finished with top quality protective coatings. The Company uses
these parts in the lighting products it manufactures. It also applies the
process to outside customers' products.
B. SIGNIFICANT ACCOUNTING POLICIES
Inventories
Inventories are stated at cost, which is not in excess of market. Cost is
principally determined using the last-in, first-out (LIFO) method. Certain
inventory ($153 at November 30, 1997 and $276 at November 30, 1996) is
determined using the first-in, first-out (FIFO) method.
If the inventories had been costed using the first-in, first-out (FIFO)
method, they would have been greater by approximately $565 and $536 at November
30, 1997 and 1996, respectively.
Property and Equipment
Property and equipment are stated at cost. Depreciation expense related to
buildings and building equipment is computed on the straight-line method.
Depreciation expense on all other assets is computed using accelerated methods.
Estimated useful lives are as follows:
<TABLE>
<CAPTION>
YEARS
-----
<S> <C>
Buildings.................................................. 15 - 40
Machinery and equipment.................................... 5 - 7
Furniture and fixtures..................................... 5 - 7
</TABLE>
Income Taxes
The Company elected S Corporation status under the provisions of the
Internal Revenue Code effective as of December 1, 1985. Under those provisions
and most state laws, the Company generally does not pay federal or state income
taxes on its taxable income. As a result of a taxable year different than the
calendar year, the Company is required to make a refundable corporate tax
deposit. This deposit represents the tax effect of income to the shareholders
which is deferred due to the election of a November 30 year-end and is
adjustable each year based upon changes in income to the shareholders. The
deposit is fully refundable upon termination of S Corporation status or changing
to a calendar year-end. The deposit was $233 and $177 at November 30, 1997 and
1996, respectively. As an S Corporation, any taxable income or loss of the
Company will be includable in the individual income tax returns of the
shareholders.
As of November 30, 1997, there were previously taxed S Corporation earnings
not distributed of approximately $14,300.
Research and Development
The Company expenses research and development costs as incurred.
F-40
<PAGE> 143
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THIS EXCHANGE
OFFER AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 4
Incorporation of Certain Documents by
Reference........................... 4
Summary............................... 6
Risk Factors.......................... 16
Background of the Company............. 23
Use of Proceeds....................... 25
Capitalization........................ 26
Unaudited Pro Forma Financial Data.... 27
Selected Financial Data............... 29
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 31
Business.............................. 45
Management............................ 61
Certain Transactions.................. 63
Principal Shareholders................ 65
Description of Certain Indebtedness... 66
The Exchange Offer.................... 66
Description of the New Notes.......... 74
Description of the Old Notes.......... 98
Certain United States Federal Income
Tax Considerations.................. 99
Plan of Distribution.................. 100
Legal Matters......................... 100
Independent Auditors.................. 100
Index to Consolidated Financial
Statements.......................... F-1
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
ADVANCED LIGHTING
TECHNOLOGIES, INC.
ADVANCED LOGO
OFFER TO EXCHANGE ITS
8.00% SENIOR NOTES DUE 2008
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
8.00% SENIOR NOTES DUE 2008
---------------------------
PROSPECTUS
---------------------------
, 1999
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 144
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 1701.59 of the Ohio Revised Code, which
eliminates the personal liability in damages of a director for violations of the
director's fiduciary duty, except if it is proved by clear and convincing
evidence that his action or failure to act involved acts or omissions undertaken
with deliberate intent to cause injury to the corporation or with reckless
disregard for the best interests of the corporation. This statute does not
affect the liability of directors pursuant to Section 1701.95 of the Ohio
Revised Code (providing for liability of directors for unlawful payment of
dividends or unlawful distribution of assets).
Reference is made to Section 1701.13 of the Ohio Revised Code, which
provides that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative other than an action by or in the name of the corporation (a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. A similar standard is applicable in the case
of derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's articles of
incorporation, code of regulations, disinterested director vote, shareholder
vote, agreement or otherwise.
Reference is made to Article Seven of the Code of Regulations (by-laws) of
the Company contained in Exhibit 3.2 hereto which provides for the
indemnification of directors and officers to the fullest extent permitted by
Ohio law.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
4.1 Indenture dated as of March 18, 1998 between the Registrant
and The Bank of New York, as trustee (incorporated by
reference to Exhibit 10.4 to the Company's Quarterly Report
on Form 10-Q for the Quarterly Period ended March 31, 1998).
4.2 Registration Rights Agreement, dated as of March 18, 1998,
between the Registrant and Morgan Stanley & Co.
Incorporated.*
4.3 Form of Security for 8% Senior Notes due 2008 originally
issued by Advanced Lighting Technologies, Inc. on March 18,
1998.*
4.4 Form of Security for 8% Senior Notes due 2008 to be issued
by Advanced Lighting Technologies, Inc. and registered under
the Securities Act of 1933.*
5.1 Opinion of Cowden, Humphrey & Sarlson Co., L.P.A.*
5.2 Opinion of Brown & Wood LLP.*
12 Statement re computation of ratio of earnings to fixed
charges.*
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cowden, Humphrey & Sarlson Co., L.P.A. (included
in Exhibit 5.1).
23.3 Consent of Brown & Wood LLP (included in Exhibit 5.2).
24 Powers of Attorney.*
25 Statement of eligibility of trustee.*
27.1 Financial data schedule.*
27.2 Financial data schedule.*
99.1 Form of Letter of Transmittal.*
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Exchange Agent Agreement.*
</TABLE>
- ---------------
* Previously filed
II-1
<PAGE> 145
(b) Financial Statement Schedules.
Schedules have been omitted since the information is not applicable, not
required or is included in the financial statements or notes thereto.
ITEM 22. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired or involved therein, that was not the subject of and
included in the registration statement when it became effective.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 146
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT (FORM S-4,
NO. 333-58609) TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CLEVELAND, STATE OF OHIO, ON DECEMBER 23, 1998.
ADVANCED LIGHTING TECHNOLOGIES, INC.
By: /s/ LOUIS S. FISI
-------------------------------------
Louis S. Fisi
Executive Vice President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ Wayne R. Hellman Chief Executive Officer and December 23, 1998
- ------------------------------------------------ Director
Wayne R. Hellman
/s/ Nicholas R. Sucic Chief Financial Officer, Vice December 23, 1998
- ------------------------------------------------ President and Treasurer (Chief
Nicholas R. Sucic Accounting Officer)
/s/ Alan J. Ruud Director December 23, 1998
- ------------------------------------------------
Alan J. Ruud*
/s/ Louis S. Fisi Director December 23, 1998
- ------------------------------------------------
Louis S. Fisi
/s/ Theodore A. Filson Director December 23, 1998
- ------------------------------------------------
Theodore A. Filson*
/s/ Francis H. Beam Director December 23, 1998
- ------------------------------------------------
Francis H. Beam*
/s/ Susuma Harada Director December 23, 1998
- ------------------------------------------------
Susuma Harada*
/s/ A Gordon Tunstall Director December 23, 1998
- ------------------------------------------------
A Gordon Tunstall*
/s/ John R. Buerkle Director December 23, 1998
- ------------------------------------------------
John R. Buerkle*
* The undersigned, by signing his name hereto, does hereby execute this Amendment No. 3 to the
Registration Statement on behalf of the above indicated officers and directors of Advanced Lighting
Technologies, Inc., pursuant to Powers of Attorney executed by each such officer and director
appointing the undersigned as attorney-in-fact and filed with the Securities and Exchange
Commission.
</TABLE>
By: /s/ LOUIS S. FISI
------------------------------------
Louis S. Fisi
Attorney-in-Fact
II-3
<PAGE> 147
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
4.1 Indenture dated as of March 18, 1998 between the Registrant
and The Bank of New York, as trustee (incorporated by
reference to Exhibit 10.4 to the Company's Quarterly Report
on Form 10-Q for the Quarterly Period ended March 31, 1998).
4.2 Registration Rights Agreement, dated as of March 18, 1998,
between the Registrant and Morgan Stanley & Co.
Incorporated.*
4.3 Form of Security for 8% Senior Notes due 2008 originally
issued by Advanced Lighting Technologies, Inc. on March 18,
1998.*
4.4 Form of Security for 8% Senior Notes due 2008 to be issued
by Advanced Lighting Technologies, Inc. and registered under
the Securities Act of 1933.*
5.1 Opinion of Cowden, Humphrey & Sarlson Co., L.P.A.*
5.2 Opinion of Brown & Wood LLP.*
12 Statement re computation of ratio of earnings to fixed
charges.*
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cowden, Humphrey & Sarlson Co., L.P.A. (included
in Exhibit 5.1).
23.3 Consent of Brown & Wood LLP (included in Exhibit 5.2).
24 Powers of Attorney.*
25 Statement of eligibility of trustee.*
27.1 Financial data schedule.*
27.2 Financial data schedule.*
99.1 Form of Letter of Transmittal.*
99.2 Form of Notice of Guaranteed Delivery.*
99.3 Form of Exchange Agent Agreement.*
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- ---------------
* Previously filed.
<PAGE> 1
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Independent Auditors"
and to the use of our report dated September 28, 1998, with respect to the
consolidated financial statements of Advanced Lighting Technologies, Inc., and
to the use of our report dated December 19, 1997 with respect to the financial
statements of Ruud Lighting, Inc. in Amendment No. 3 to the Registration
Statement (Form S-4, No. 333-58609) and related Prospectus of Advanced Lighting
Technologies, Inc. for the registration of $100,000,000 of 8% Senior Notes due
2008.
Ernst & Young LLP
Cleveland, Ohio
December 22, 1998
