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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported: March 15, 1999)
ADVANCED LIGHTING TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
OHIO O-27202 34-1803229
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
32000 AURORA ROAD, SOLON, OHIO 44139
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code 440 / 519-0500
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NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
This filing presents the following with respect to Advanced Lighting
Technologies, Inc. (the "Company"):
1. Unaudited Pro Forma Financial Information
This pro forma financial information reflects additional amortization expense
resulting from an increase of $16.9 million in the valuation of three million
shares of restricted common stock issued in January 1998 in connection with the
acquisition of Ruud Lighting, Inc., as compared with the pro forma financial
information in the Company's Form 8-K filed December 23, 1998, which did not
reflect this $16.9 million increase.
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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, Inc.
("Ruud Lighting") and the issuance of the Company's 8% Senior Notes due 2008
(the "Notes") as if the Ruud Lighting acquisition and the issuance of the 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 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 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.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
FOR THE YEAR ENDED JUNE 30, 1998
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HISTORICAL PRO FORMA
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COMPANY RUUD LIGHTING ADJUSTMENTS COMBINED
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(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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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......... 1,665 949c 2,614
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Income (loss) from operations............... (13,379) 3,182 (181) (10,378)
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)
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Income (loss) from continuing operations
before income taxes....................... (16,245) 2,847 (4,682) (18,080)
Income taxes................................ 1,802 -- (1,792)e 1,151
1,141f
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Income (loss) from continuing operations.... $(18,047) $ 2,847 $ (4,031) $(19,231)
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Loss per share -- basic and diluted:
Loss from continuing operations........... $ (.99) $ (.98)
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Shares used for computing per share amounts
Basic and diluted......................... 18,195 19,715
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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:
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<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
Notes....................................................... $ 1,762
Interest charges on the debt resulting from the issuance of
the Notes................................................... (6,000)
Amortization of estimated debt issuance costs of $3,500 over
the ten year life of the Notes.............................. (263)
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Net increase in interest expense.................. $(4,501)
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADVANCED LIGHTING TECHNOLOGIES, INC.
(Registrant)
Date: March 15, 1999 By: /s/ Wayne R. Hellman
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Wayne R. Hellman
Chief Executive Officer
